Daniel A. Leipold, Esq., State Bar No. 77159
Robert F. Donohue, Esq., State Bar No. 110505
Cathy L. Shipe, Esq., State Bar No. 156453
HAGENBAUGH & MURPHY
Suite 8200
701 South Parker Street
Orange, CA 92668
Telephone: (714) 835-5406

Mark Goldowitz, Esq.

1611 Telegraph Ave., Suite 1200

Oakland, CA 94612
(510) 835-0850

Attorneys for Defendant,

LARRY WOLLERSHEIM



            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815

DECLARATION OF GRAHAM E.

BERRY IN SUPPORT OF MOTION

BY DEFENDANT LARRY

WOLLERSHEIM TO AMEND

___________________________
Date:                                        May 14, 1997

Time:                                        9:00 a.m.

Dept:                                        14

     I, GRAHAM E. BERRY, DECLARE:

     1.   I am an attorney at law duly licensed to practice

before all the courts of the State of California and am a partner

of the law firm of Musick, Peeler and Garrett, LLP.  I have

personal knowledge of all the matter set forth herein and if

called upon to do so, I could and would competently testify

thereto under oath.

     2.   Prior to becoming a partner with Musick, Peeler and

Garrett, LLP, declarant was a partner of Lewis, D'Amato, Brisbois

and Bisgaard, and at that time, attorneys of record for defendant

Uwe Geertz, Ph.D. in the matter of Church of Scientology

International, etc. v. Steven Fishman and Uwe Geertz, United

States District Court, Case No. CV 91 6426 HLH(Tx).  Church of

Scientology International voluntarily dismissed the District

Court action before trial; however, during the course of

discovery, pursuant to a request for production, Church of

Scientology International produced approximately 2,094 pages of

records reflecting Church of Scientology International's

Application for Recognition of Tax Exemption under Internal

Revenue Code Section 501(c)(3) and records associated therewith.

These records were produced by Church of Scientology

International on or about November 4, 1993 pursuant to

defendant's request for production.  Each and every one of the

2,094 pages were received Bate stamped beginning with number

150,000 and numbered consecutively through 152,094.  Along with

the Bate stamp number, each page is identified by the prefix "CSI

Prod", and the production date 11-4-93.

     3.   Any and all exhibits proffered in support of

defendant's motion to amend that is identified with the "CSI

Prod" prefix, date and Bate stamp number are true and correct

copies of the documents produced by Church of Scientology

International, pursuant to discovery in the aforementioned United

States District Court action Church of Scientology International,

etc. v. Steven Fishman and Uwe Geertz.

/ / /

     I declare under penalty of perjury that the foregoing is

true and correct.

     Executed this _____ day of February, 1997 at Los Angeles,

California.

                              __________________________________

                              GRAHAM E. BERRY, Declarant

           MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF

                    MOTION TO AMEND JUDGMENTS
                                

1.   BASIS OF MOTION.

     Defendant Larry Wollersheim seeks to amend the June 3, 1994

and November 8, 1996 final judgments awarding him costs and

attorneys' fees, to add Religious Technology Center ("RTC") and

Church of Scientology International ("CSI") as real party

plaintiffs and judgment debtors.  Those judgments are for the

amounts of $132,676.57 and $298,039.74, respectively.

     Overwhelming evidence shows that RTC and CSI are the alter

egos of plaintiff Church of Scientology of California ("CSC") and

have been since RTC and CSI were incorporated in the early

1980s.  As a matter of Scientology doctrine, a single

individual, "Sea Org" Captain and RTC's Chairman of the Board,

David Miscavige, wields unchallenged control over all Scientology

matters -- including the instant litigation -- unhampered by such

bothersome details as corporate boundaries.

     As a result, the unity of interest between Scientology's

corporations is so pervasive as to expose the notion of their

independent existences as an utter ruse.  CSC, in particular, is

nothing more than a shell.  RTC and CSI have financed and

controlled CSC's case against Mr. Wollersheim since its

inception.

     The equities in this matter fall squarely on the side of

Larry Wollersheim and demand that this motion be granted.  If

not, an inequitable result will follow, because CSC's assets have

been willfully depleted, leaving it without adequate means to

satisfy the judgments against it.

2.   FACTUAL AND PROCEDURAL HISTORY.

     a.   Mr. Wollersheim's Scientology Experience.

     Larry Wollersheim joined the Church of Scientology in 1968

and participated in its exercises for years before leaving.

While associated with Scientology, Mr. Wollersheim experienced

severe psychological distress and eventually contemplated

suicide.  Finally, having decided his problems were directly

related to his Scientology activity, he resisted the coercive

measures designed to keep him in the organization, and quit.

     In 1980, Mr. Wollersheim filed suit against CSC for fraud

and infliction of emotional injury (hereinafter, that case is

referred to as "Wollersheim I").  When the case was tried in

1986, a unanimous jury found Scientology had subjected him to

"fair game," a form of punishment by which Scientology enemies

may be "injured by any means," including being "tricked, sued or

lied to or destroyed."  SS-2.

     In addition to the psychological torture he endured, both

while in Scientology and after fleeing it, Mr. Wollersheim's

evidence established Scientology's effective scheme to ruin his

successful photography business.  The business went bankrupt.  In

July of 1986, the jury awarded him $30 million.

     CSC filed the present lawsuit, seeking to set aside the

Wollersheim I judgment, in 1993, nearly seven years after the

jury in that case reached its verdict.  In the intervening years,

the underlying case wound its way through the appeals courts, a

process in which Mr. Wollersheim consistently prevailed.  When

CSC's appellate road was near its dead end, this case surfaced.

/ / /
     b.   After Many Years as Scientology's Chief Organization,

          CSC Was Gutted, and RTC and CSI Were Incorporated,

          Diverting Funds Away from CSC Largely to Frustrate Mr.

          Wollersheim's Ability to Collect a Judgment.

     When Mr. Wollersheim filed suit against CSC in 1980, it was

the dominant Scientology entity. SS-4.  Incorporated in

California in 1954, CSC was Scientology's "mother church."  SS-5.

As of July 1981, CSC's net worth was $340 million. SS-6.

     Beginning in late 1981, Scientology underwent an ostensible

reorganization.  As a result of this project, which was called

"Mission Corporate Category Sort-Out" ("MCCS"), 60 to 70 percent

of CSC was divested by the end of December 1981.  SS-7.  When, in

1985, it appeared to Scientology that Mr. Wollersheim might win

his lawsuit, the decision was made to strip CSC of what was left.

SS-8.  Thus, the remaining 30 to 40 percent of CSC was gone by

May of 1985.  SS-9.  A year later, Wollersheim I would go to

trial.

     After the MCCS reorganization, CSC was no longer the central

entity.  Instead, CSI had been formed to become the new "mother

church," overseeing most other Scientology organizations,

including CSC.  SS-10.  Under the new hierarchy, the only entity

superior to CSI was RTC, which purported to own and license

certain rights to CSI and other entities.  SS-11.

     While the reorganization was engineered partly to defraud

the government, the looting of CSC's assets was specifically

designed to prevent Mr. Wollersheim, among others, from ever

collecting a judgment.  SS-12.  At an October 1982 conference of

"mission holders" (franchisees), Scientology officials Lyman

Spurlock and David Miscavige, both of whom were founding trustees

of RTC in 1981, announced the goal of the reorganization: to make

Scientology "impregnable."  SS-13.

     Elaborating on this message, Miscavige assured the meeting's

attendees that the MCCS project had resulted in a "corporate

structure [which] assures Scientology being around for eternity."

SS-14.

     Before the reorganization, the most prosperous units in

Scientology were included under CSC's corporate umbrella, and CSC

received regular income from them.  SS-15.  For example, prior to

1981, local Scientology branches such as those in San Francisco

and Los Angeles paid monthly management fees to CSC.  SS-16.

After the corporate "sort-out," however, those payments -- which

range from five to 10 percent of weekly receipts from 98

organizations -- were routed to the newly formed CSI.  SS-17.

The result: 25% of CSI's revenue consists of "management

payments" received from Scientology organizations.  SS-18.

     That these management payments are significant is seen in

the example of the Flag Service Organization, a one-time branch

of CSC.  In 1981, it became a separate corporation known as

Church of Scientology Flag Service Organization (CSFSO).  SS-19.

Like Scientology's other organizations, CSFSO began making its

payments to CSI after the MCCS project; by 1989, CSI was

receiving some $200,000 per week in fees from CSFSO alone. SS-20.

     Its income stream having been stripped from it, CSC became a

"dormant" corporation devoid of activity.  SS-21.  In its 1993

application for 501(c)(3) tax exempt status, CSI represented

that CSC had been inactive since at least 1991 -- two years

before it filed this lawsuit.  SS-22.  As CSC's president, Neil

Levin, has testified, this "inactive" status means CSC has no

employees and transacts no business.  SS-23.  President Levin

himself, who last received a salary from CSC the year before this

lawsuit was filed, devotes no time to the performance of CSC-

related duties.  SS-25.  Instead, his energy is spent on his true

employment -- within CSI's Office of Special Affairs.  SS-26.

     Just as the use of CSC as a repository of revenue was

aborted, so have its assets been depleted -- an action taken

expressly to thwart efforts by Mr. Wollersheim to collect a

judgment.  SS-12.  As of April 1986, CSC claimed a net worth of

$18.6 million.  SS-30.  In July of that year, just after Mr.

Wollersheim won his $30 million verdict, one of CSC's directors,

Lynn Farny, agreed on the record that CSC would not dispose of

its assets except in the ordinary course of business.  SS-33.  Of

course, by the time of Mr. Farny's pledge, CSC's "ordinary course

of business" no longer included any revenue-generating activity

-- all income was now being routed to CSI and/or RTC.

     Two months later, in September of 1986, CSC moved the trial

court for a waiver of Code of Civil Procedure 917.1's

requirement that a bond equal to twice the amount of the judgment

be posted to stay its enforcement on appeal.  In his minute

order, Judge Ronald Swearinger, ruling on CSC's motion, rebuffed

CSC's claim of indigency:

          "Proof has shown that [CSC] transferred virtually all

          of its assets and functions out to other Scientology

          entities subsequent to the filing of this action and as

          late as just before a scheduled trial date in this

          case.  If the defendant is indeed indigent, it is an

          indigency of its own making.  Proof has shown that

          Scientology as an overall entity is comprised of

          numerous operating entities, including defendant, and

          that they are all inter-related, being parts of a

          monolithic whole.  Transfers of assets and functions

          from one entity to other entities are more pro forma

          than actual.  In the case of the transfers in question

          here, they are seen as mere 'jiggery pokery.'  The

          power to transfer out to a sister entity is the power

          to transfer back in 'when the heat is off,' so to

          speak.  The claim of relative indigency is not believed

          by the court and the court has had ample opportunity to

          examine and consider the credibility of the defendant

          during 5-1/2 months of trial and extended post-trial

          proceedings."  SS-34.

     The depletion of CSC's assets was attributable in part to

the settlement of other lawsuits against it.  One such

settlement, in the amount of $800,000, was achieved in late 1986

on behalf of ex-Scientologist Gerald Armstrong.  SS-35.  In a

stunning move which unmistakably reveals the unity of interest

among Scientology's corporations, the 1986 settlement agreement

with Armstrong was executed by CSI, a non-party.  CSC, the actual

cross-defendant in the case, was merely named as a beneficiary of

that agreement.  So was RTC.  SS-36.

     Not surprisingly, by May 1995, CSC's assets had dwindled to

$35,000, on deposit in a Luxembourg bank.  Another account had

been opened at a New York bank on CSC's behalf -- with CSI funds

-- in order to pay a sanctions award issued against CSC.  SS-38.

     CSC now holds neither real estate nor personal property

anywhere in the world.  SS-39.  Thus, in keeping with

Scientology's goals, plaintiff CSC has become just a ransacked

shell whose only purpose is to sue Larry Wollersheim.

     c.   The Unity of Interest Between CSC, CSI and RTC is

          Clear; In Scientology, the Parameters of the Corporate

          Structure are Ignored in Favor of a Supreme Authority

          Called the Sea Org.

     Its 1981 "reorganization" notwithstanding, all of

Scientology's professed labyrinth of corporations is a sham.  As

noted, both the Wollersheim I trial judge and the Ninth Circuit

Court of Appeals, in U.S. v. Zolin, 905 F.2d 1344 (9th Cir.

1990), have denounced the fraudulent purposes underlying

Scientology's corporate scheme.  Even more fundamentally, the

United States Claims Court, in attempting to untangle the

corporate web in Church of Spiritual Technology v. United States,

26 Cl. Ct. 713 (1992), aff'd., 991 F.2d 812 (Fed. Cir. 1993),

finally declared:

          "After carefully examining the record and attempting to

          understand the nominal corporate structure of

          Scientology it is apparent to the court that it is

          something of a deceptis visus.  Real control is

          exercised less formally, but more tangibly, through an

          unincorporated association, the Sea Organization, more

          commonly referred to as the Sea Org.
          ....
          "[Church of Spiritual Technology ("CST")] staff and

          officers are required to be members of the Sea Org,

          which gives CST the distinction of being a Sea Org

          Church.  CSI, RTC, ..., in short, all high ranking

          organizations are Sea Org Churches."  (26 Cl. Ct. at p.

          718.)

      As the Claims Court recognized, the seat of power in

Scientology resides firmly in the Sea Org.  It is from the Sea

Org that the strings in all Scientology organizations --

irrespective of corporate boundaries -- are pulled.  SS-42.  The

compliance of Scientology corporations with orders from the Sea

Org is ensured by the policy of appointing only Sea Org officers

to the corporations' highest posts.  SS-43.

     The highest ranking Sea Org officer is Captain David

Miscavige.  SS-44.  As previously noted, Miscavige was also a

founding trustee of RTC and is now its chairman of the board.

SS-45.

     Importantly, although Miscavige presently associates himself

with RTC, his corporate affiliation is actually immaterial; it is

as the most senior officer in the Sea Org, that he runs the whole

Scientology show.  Thus, in the mid-1980s, Miscavige reigned

over Scientology from his position as chairman of Author

Services, Inc. (ASI), a for-profit corporation ostensibly created

as a literary agency for L. Ron Hubbard.  SS-47.  In 1987, during

an IRS investigation of ASI's ties to Scientology's non-profit

corporations, Miscavige simply moved the seat of power to RTC and

appointed himself chairman of the board.  SS-48.

     d.   David Miscavige and Other Sea Org Officers Within RTC

          and CSI Have Controlled This Litigation and the Defense

          of the Underlying Wollersheim I Case All Along.

     It must be remembered that, as a purportedly indigent and

"dormant" entity, CSC could not have prosecuted the instant

lawsuit on its own behalf.  Management of the case had to have

come from somewhere else, and it did: Sea Org officers operating

within RTC and CSI have controlled CSC's litigation with Mr.

Wollersheim for more than 15 years.

     The central figure in the collaborative scheme to manipulate

CSC's litigation with Mr. Wollersheim is Sea Org Captain David

Miscavige.  Before moving to RTC, Miscavige managed the defense

of Wollersheim I from his post at ASI, assisted by other Sea Org

officers.  SS-49.  So interested was Miscavige in the

Wollersheim I case that he attended the trial.  SS-51.

     During the discovery phase of Wollersheim I, Vicki Aznaran,

a Sea Org officer and managerial official of RTC who later became

its president, received a command to destroy certain documents

which the court had ordered CSC to produce to Mr. Wollersheim.

SS-53.  The directive to destroy them was issued by David

Miscavige. SS-55.

     Next, in keeping with L. Ron Hubbard's "scriptural" edict to

use litigation as a weapon against Scientology enemies, the

Wollersheim II case emerged.  Filed in November of 1985 -- by RTC

and CSI -- the case sought to derail Mr. Wollersheim's lawsuit

against CSC.  In it, plaintiffs alleged that the possession and

use of certain documents by Mr. Wollersheim, his attorneys and

experts in the case against CSC constituted RICO violations and

copyright infringement, among other things.  SS-57.

     Although RTC and CSI would be its plaintiffs, the decision

to file the Wollersheim II case was made by, among others, Sea

Org officers David Miscavige, Norman Starkey, and Marty Rathbun

-- all of whom were then associated with ASI, a purportedly

separate corporation!  SS-50, 58.  Also participating in this

decision was RTC officer Vicki Aznaran.  SS-58.

     Among the attorneys representing RTC and CSI in Wollersheim

II was Earle Cooley, who was simultaneously defending CSC in

Wollersheim I.  SS-59.  Incredibly, both RTC and CSI claimed, as

elements of their damages in Wollersheim II, the costs and

damages arising out of Mr. Wollersheim's case against CSC!  SS-

60.  The RICO statement containing this claim was signed on

behalf of RTC and CSI by Attorney Kendrick Moxon, who also

represented CSC in Wollersheim I post-trial matters, and who

again represents CSC in this case.  SS-61.

     In May of 1990, District Court Judge James Ideman dismissed

the Wollersheim II complaint, adopting the recommendations of

Special Master James Kolts, who had found:

          "The plaintiffs' case against the [] defendants borders

          on the frivolous and malicious, boiling down to

          penalizing an attorney simply for conducting necessary

          discovery to represent his or her client's case."

          (Emphasis added.)  SS-64.

     Ever litigious, RTC and CSI appealed the dismissal of

their claims against the Wollersheim II defendants; curiously,

their Amended Notice of Appeal was filed on behalf of not only

RTC and CSI, but CSC -- a nonparty -- as well.  SS-66.  The

Ninth Circuit affirmed.  SS-67.

     Once the Wollersheim I trial was over, a discussion among

high-ranking Scientology officials was led by Sea Org officer

Marty Rathbun.  Rathbun, who would soon become RTC's president

and a trustee of CSI (SS-50), told the group of a plan to steal

the medical records of Charles O'Reilly, one of Mr. Wollersheim's

attorneys.  SS-68.  This plan was ordered by David Miscavige.

SS-70.  The goal was to obtain information which might be useful

in blackmailing O'Reilly into easing off the $30 million verdict.

SS-71.

      e.  CSI Provided the Financial Support Needed to Defend

          Wollersheim I and Prosecute the Present Action.

     By its own admission, the looting of CSC left it without any

resources -- and certainly not enough to bring or maintain this

action.  Enter CSI, which all along had been providing the

financial support CSC needed to litigate against Mr.

Wollersheim.  SS-72.

     Scientology maintains a "central reserve system" to fund

such things as legal affairs and "emergencies."  SS-73.  Among

the entities participating in this system are CSI and CSC.  SS-

74.  The fund is administered by a committee consisting entirely

of CSI staff members.  SS-75.

     The reserve's expenditures are considerable.  In each of the

years 1987 and 1988, for example, the committee authorized $12

million for expenses related to lawsuits and "defense of the

activities" of Scientology.  SS-76.

     Whether through this fund or by some other route, CSI paid

CSC's defense costs arising from Wollersheim I.  SS-72.  CSI has

also financed the present litigation.  SS-77.  And, as CSC

President Levin has testified, he recalls no written agreement

between CSI and CSC for the repayment of attorneys fees.  SS-78.

     Consequently, although Mr. Wollersheim won his 1986 verdict

of $30 million against CSC, it was CSI which mounted the

counterattack.  Its funding of the present lawsuit was part of

the strategy to prevent Mr. Wollersheim from enforcing his

judgment -- a campaign which has been successful to this day,

more than a decade after the verdict.  "Not One Thin Dime For

Wollersheim" was and is the battle cry.  SS-79.

     Nor, according to CSI, would any claimant be paid a dime; in

a 1982 bulletin to Scientology "orgs," CSI claimed the "new,

totally secure corporate set-up" would protect Scientology as

follows:

          "Not one individual has successfully obtained one dime

          in any effort to attack the Church.  Strong legal

          precedent set in recent months ensures they never will.
          "Whereas in 1981 the Church was faced with several

          dozen court cases of major proportion, we are now

          handling - and successfully - just the last handful

          with ease.  The Church and its members have gained a

          great deal of respect as law abiding organizations and

          citizens.
          "THUS ALL POSSIBLE LEGAL THREAT TO THE CHURCH OR THE

          FOUNDER ARE BEING HANDLED FAVORABLY." (Underscore and

          capital lettering in original; bold type emphasis

          added.)  SS-80.

     Perhaps the most interesting aspect of this bulletin is its

reference to lawsuits against "the Church" -- rather than against

the individual corporations.  Clearly, Scientology approaches

litigation against any of its entities as something to be dealt

with by all of them.

     This is further illustrated by a balance sheet, submitted by

CSI to the IRS in 1993 in connection with Scientology's bid for

501(c)(3) tax-exempt status.  Listed as a liability of CSI's on

that document is a "$30 million judgment on appeal" -- the same

judgment Mr. Wollersheim had won against CSC.  SS-81.

     f.   RTC's Retributive Efforts Against Mr. Wollersheim Based

          on His Judgment Against CSC Continue to the Present

          Day.

     The interest of RTC in CSC's litigation with Mr. Wollersheim

persists even today.  In the ongoing Wollersheim V case, the

Colorado District Court matter involving claims of copyright

infringement and trade secret misappropriation, plaintiff RTC

began by petitioning the magistrate, in August of 1995, for an ex

parte Writ of Seizure as authorized under federal copyright

laws.  SS-82.  Among the lawyers representing plaintiffs in

case is the same Earle Cooley who tried the Wollersheim I matter

and appeared in both Wollersheim II and III.  SS-84.

     The petition having been granted, agents of RTC raided

the home of Larry Wollersheim, purportedly for the authorized

purpose of locating L. Ron Hubbard-authored material whose RTC-

owned copyrights were allegedly being infringed.  SS-86.  As part

of the raid, RTC ran a word search of Mr. Wollersheim's computer.

Amazingly, among the keywords used in the search were

"Swearinger" (the judge in Mr. Wollersheim's case against CSC)

and "O'Reilly" (Mr. Wollersheim's attorney in that case). SS-87.

     Another of RTC's search terms was "Leipold," referring to

Mr. Wollersheim's attorney in this case.  SS-87.  The results

of such a search, as RTC and its counsel well knew, could only

have turned up material relevant to Mr. Wollersheim's litigation

with CSC (material protected by the attorney-client privilege or

attorney work product doctrine) -- but absolutely nothing

authorized by the magistrate's narrow order allowing a search for

specific, copyrighted material.  Nor could RTC's use of these

search terms have produced anything relevant to its current

claims against Mr. Wollersheim.

     Moreover, attached to RTC's verified first amended complaint

in Wollersheim V is a copy of a "confidentiality agreement"

executed solely between CSC and Mr. Wollersheim.  SS-89.  That

RTC has a copy of that agreement, and claims to be its

beneficiary, is telling; it seems even Scientology's corporations

themselves forget they are supposed to be separate.

3.   EQUITY DEMANDS THE FINAL JUDGMENTS AGAINST PLAINTIFF CSC,

     AWARDING COSTS AND ATTORNEYS FEES TO DEFENDANT WOLLERSHEIM,

     BE AMENDED TO INCLUDE RTC AND CSI AS JUDGMENT DEBTORS

     BECAUSE THE EVIDENCE FIRMLY ESTABLISHES RTC AND CSI HAVE

     MANIPULATED AND CONTROLLED CSC'S LITIGATION WITH LARRY

     WOLLERSHEIM FROM THE BEGINNING.

     California law strongly supports Mr. Wollersheim's effort to

amend the June 3, 1994 and November 8, 1996 judgments awarding

him costs and fees, to add RTC and CSI as judgment debtors.

     a.   Courts Have Broad Discretion to Amend Judgments to Add

          Additional Judgment Debtors as Justice Requires.

     First, the Court is vested with discretion to use all means

to carry its jurisdiction into effect by Code of Civil Procedure

187.  Included among the courts' powers under Section 187 is the

authority to amend a judgment at any time to add additional

judgment debtors.  (NEC Electronics Inc. v. Hurt (1989) 208

Cal.App.3d 772, 778; Mirabito v. San Francisco Dairy Co. (1935) 8

Cal.App.2d 54, 57.)

     Moreover, "[t]he greatest liberality is to be encouraged in

the allowance of such amendments in order to see that justice is

done."  (Carr v. Barnabey's Hotel Corp. (1994) 23 Cal.App.4th 14,

20.)

     Justice cries out for amendment of the judgments awarded to

Mr. Wollersheim in this case.  As the Court of Appeal observed in

upholding the anti-SLAPP judgment of dismissal herein:

          "...an examination of the history of the underlying

          litigation reveals that the instant action is

          consistent with a pattern of conduct by the Church to

          employ every means, regardless of merit, to frustrate

          or undermine Wollersheim's petition activity." (Church

          of Scientology of California v. Wollersheim, supra, 42

          Cal.App.4th 628, 648; emphasis added.)

      One of the many means Scientology has used to undermine Mr.

Wollersheim's victories is the "corporate reorganization."  It is

no coincidence that the razing of CSC in favor of RTC and CSI

began just after the Wollersheim I case was filed and was

completed just before it went to trial.

     The case at bar is simply a further manifestation of

Scientology's continuing campaign to punish Mr. Wollersheim.  The

only way justice will be done is to deny RTC and CSI the fruit of

their endeavors.

     b.   Mr. Wollersheim's Mountain of Evidence Far Exceeds the

          Burden of Proof He Must Sustain to Prevail.

     The standard of proof in a motion of this type requires the

moving party to overcome the presumption of the separate

existence of the corporate entity.  (Mid-Century Insurance Co. v.

Gardner (1992) 9 Cal.App.4th 1205, 1212.)   The judgment is

properly amended where the movant shows substantial evidence that

a party's alter ego should be held accountable for that party's

wrong.  (NEC Electronics, supra, 208 Cal.App.3d at p. 777;

Ukegawa Brothers v. Agricultural Labor Relations Board (1989) 212

Cal.App.3d 1314, 1323.)

     By any measure, Mr. Wollersheim's evidence is substantial,

providing dramatic proof that Scientology is but one

organization, run by its Sea Org officials.  Moreover, the

veracity of the evidence can hardly be challenged: the

overwhelming majority of it comes from the mouths, and word

processors, of Scientology officials themselves.

     c.   Application of the Alter Ego Doctrine is Warranted

          Where, as Here, a Sufficiently Strong Unity of Interest

          Exists Between the Entities in Question and Failure to

          Apply the Doctrine Would Lead to an Inequitable Result.

     In general, when determining whether to employ the alter ego

doctrine, two factors should be considered: 1) whether there is

such unity of interest and ownership that the separate

personalities of the corporation and the purportedly "distinct"

entity no longer exist, and 2) whether, if the acts are treated

as those of the corporation alone, an inequitable result will

follow.  (Sheard v. Superior Court (1974) 40 Cal.App.3d 207, 211-

212.)

     There is no litmus test to determine when an entity's

corporate veil should appropriately be pierced; rather, the

result depends on the circumstances of each particular case.

(Mid-Century Insurance Co., supra, 9 Cal.App.4th at p. 1212.)

Where some conduct amounting to bad faith makes it inequitable

for an entity to hide behind the corporate veil, the alter ego

doctrine is properly employed.  (Id. at p. 1213.)

     RTC and CSI have surely set a new standard for conduct

amounting to bad faith.  Intent on keeping Scientology

"impregnable," they have used CSC as both a sword and a shield.

After first gutting it of assets to thwart the enforcement of Mr.

Wollersheim's hard-won multimillion dollar judgment, they then

used it as a weapon to, in the appellate court's words, "bludgeon

[Mr. Wollersheim] into submission."  (CSC v. Wollersheim, supra,

42 Cal.App.4th at p. 649.)  There can be no more appropriate

circumstances than these in which to amend a judgment to add

alter egos.

          1.   The Absolute Unity of Interest Between CSC, RTC

               and CSI Forecloses the Notion That They Retain

               Separate Personalities.

     As has been conclusively demonstrated, there is just one

Scientology, a clandestine society proffering imaginary corporate

lines to keep the public confused and at bay.  Even if its

corporations are taken at face value, it is clear the same Sea

Org officers, starting with David Miscavige, wield power over all

the entities.  Plainly, these Sea Org leaders have, through RTC

and CSI, financed and controlled CSC's litigation with Mr.

Wollersheim.

     None of the cases located by Mr. Wollersheim's counsel, in

which the alter ego doctrine was held applicable, even come close

to involving the volume or quality of evidence Mr. Wollersheim

places before the Court.  For example, in Carr v. Barnabey's

Hotel Corp, supra, the plaintiff sued a corporation (Barnabey's)

and obtained a judgment, later learning a partnership

(Peppercorn) was the true principal.  In upholding the amendment

of the judgment adding Peppercorn as a defendant, the court first

noted that Peppercorn's failure to advise the plaintiff an entity

other than Barnabey's owned the hotel in question "approached a

fraud on the court."  (23 Cal.App.4th at p. 20.)  The court

further observed:

          "The same lawyer represented Barnabey's and Peppercorn.

          Although the record does not tell us who paid for the

          defense, we know that Barnabey's, in whose name the

          defense was conducted, had no assets."  (23 Cal.App.4th

          at p. 21.)

     Here, there is an overlap in legal representation between

CSC, RTC and CSI, as was true in Carr.  Also, as in Carr, CSC's

assets have long since been depleted, leaving it unable to pay

its litigation expenses.  But here, there is more: we do know who

has paid CSC's legal bills -- CSI.  Finally, and importantly, the

dissipation of CSC's assets was undertaken for the specific

purpose of warding off Mr. Wollersheim's anticipated collection

efforts.  Thus, the evidence at bar is much weightier, and

demonstrates a greater degree of fraud, than that which warranted

the amendment of the judgment in Carr.

     Indeed, Mr. Wollersheim's evidence suffices no matter which

of California's published alter ego cases is used as the

yardstick.  For example:

         In Thomson v. L. C. Roney & Co. (1952) 112 Cal.App.2d

     420, a corporation was held to be the alter ego of the

     defendant/judgment debtor, where 1) all of defendant's

     assets had been transferred to the corporation prior to

     commencement of the action, but the entities retained an

     interlocking directorate and mutual officers and gave no

     outward indication of a change; 2) the corporation had

     furnished defendant with large sums of money without formal

     resolution; 3) the corporation had the power to take action

     which was binding on defendant; and 4) both entities had the

     same attorney.  (112 Cal.App.2d at pp. 428-429.)

         In Mirabito v. San Francisco Dairy Co. (1935) 8

     Cal.App.2d 54, a corporation which had assumed the

     defendant's assets was its alter ego, where: 1) the entities

     shared a president, vice-president and secretary; 2) the

     secretary had verified the answer; and 3) the defendant was

     a "nonoperating" company but appeared active because the

     alter ego corporation conducted business in the name of the

     defendant. (8 Cal.App.2d at p. 58.)
         In Jack Farenbaugh & Son v. Belmont Construction (1987)

     194 Cal.App.3d 1023, the doctrine was properly applied to an

     individual who, according to the declaration of movant's

     attorney, participated in the litigation by taking a

     deposition, trying the case and attending the judgment

     debtor exam.  (194 Cal.App.3d at p. 1030.)

     As in these cases, Mr. Wollersheim's evidence establishes

that: RTC and CSI officials actively participated in his

litigation with CSC; CSC is a nonoperating shell funded by CSI;

the same attorneys have represented all three entities (in some

cases simultaneously); and, all of the corporations share common

goals.  Of course, Mr. Wollersheim has an additional bit of

crucial evidence: CSC was gutted, and RTC and CSI were formed,

specifically to defraud Mr. Wollersheim and others.

     Thus, the "unity of interest" factor, as set forth in Sheard

v. Superior Court, supra, weighs solidly in favor of defendant

Wollersheim.

/ / /
          2.   The Equities Fall Entirely On the Side of

               Defendant Wollersheim.

     The unity of interest between RTC, CSI and CSC having been

solidly established, the next question under Sheard is whether an

inequitable result will follow if the judgments are not amended.

Initially, in weighing the equities, it is crucial to remember

that Mr. Wollersheim is the defendant in this lawsuit.  Unlike

the plaintiffs in the alter ego cases cited infra, he had no role

in determining which entity would be on the opposite side of the

lawsuit from him!

     If Mr. Wollersheim knew from the outset of this case that

RTC and CSI were the proper plaintiffs, there was initially no

reason for him to seek the court's affirmation of the point; he

was not the party seeking redress.  It is only since the

judgments awarding him costs and attorneys fees have become final

that Mr. Wollersheim has had a stake in seeing that the proper

parties are present in this litigation.

      Inequity has stalked Mr. Wollersheim for the entire history

of his involvement with Scientology.  He has weathered years of

brutal litigation with the organization -- bravely prosecuting a

claim that a unanimous jury and every subsequent reviewing court

has agreed was worth multi-millions of dollars -- only to be

harassed at every turn.  Rather than receiving the proceeds from

his fairly-won judgment, he has received four summons and

complaints, three of which have been ruled meritless so far.

Nearly eleven years after the verdict he persevered to win, Larry

Wollersheim has yet to collect a dime.

     Instead, he has dodged another bullet, launched at him in

the form of this case, and has come away with two more money

judgments in his favor.

     The analysis of the Court of Appeal, examining the history

of this litigation and the underlying Wollersheim I matter,

reveals that the inequity wrought by Scientology's behavior is so

severe as to have undermined Mr. Wollersheim's constitutional

rights:

          "The Church argues that it has every right to exhaust

          its legal remedies, including appeal rights.  We agree.

          However, when a litigant continuously and

          unsuccessfully uses the litigation process in filing

          unmeritorious motions, appeals and lawsuits, such

          actions have constitutional implications..."  (CSC v.

          Wollersheim, supra, 42 Cal.App.4th at p. 649.)

     The unmeritorious motions, appeals and lawsuits about which

the appellate panel spoke were not financed by the "indigent"

CSC; they were paid for by CSI.  They were managed by RTC.  They

have caused Mr. Wollersheim untold years of torment and, as the

CSC v. Wollersheim panel found worthy of note, the litigation has

cost him at least $300,000 of his own money and put him another

$900,000 in debt.  (Id. at p. 649, fn. 6.)

     There can be nothing inequitable about saying "Enough!" to

Scientology's "jiggery, pokery" tactics and holding the true

parties, RTC and CSI, responsible for the judgments rendered in

this case.  An observation by the court in Mirabito v. San

Francisco Dairy Co., supra, is particularly apt in this case:

          "To hold otherwise upon the facts herein would be to

          deny respondent the fruits of fairly contested

          litigation, place a premium upon acts and conduct which

          have misled a litigant, and frustrate the very purpose

          of our jurisprudence." (8 Cal.App.2d at p. 60.)

     d.   Granting This Motion Will Not Offend the Due Process

          Rights of RTC or CSI.

     The amendments Mr. Wollersheim seeks do not give rise to due

process concerns because, as alter egos of CSC, RTC and CSI

controlled this litigation and thus were virtually represented in

the lawsuit.  (See, Ukegawa Brothers, supra, 212 Cal.App.3d at

pp. 1322-1324; Carr, supra, 23 Cal.App.4th at pp. 21-22.)

     In Farenbaugh & Son v. Belmont Construction, Inc., supra,

194 Cal.App.3d 1023, the appellate panel noted the "new"

defendant's active participation in the original trial "satisfies

the elements of fair trial as required by due process."  (194

Cal.App.3d at p. 1031.)

     To add RTC and CSI as plaintiffs and judgment debtors will

not be to add new parties; rather, it will merely serve the

equitable purpose of correcting the judgment to reflect the names

of the true parties who took part in the litigation all along.

(See, i.e., NEC Electronics, supra, 208 Cal.App.3d at p. 778.)

4.   CONCLUSION.

     As the evidence conclusively demonstrates, Mr. Wollersheim's

victories in this case have been won against at least three

entities, RTC, CSI and CSC, even though only one of them has

cared to call itself a plaintiff.  RTC's and CSI's control of

this case having been firmly established, and the equities

falling entirely on the side of Mr. Wollersheim, he respectfully

requests that the Court grant this motion and add Religious

Technology Center and Church of Scientology International as

judgment debtors on the two final judgments dated June 3, 1994

and November 8, 1996.

Dated: April __, 1997

HAGENBAUGH & MURPHY

By____________________________

   DANIEL A. LEIPOLD

   Attorneys for Defendant, Larry

Wollersheim                         TABLE OF CONTENTS





1.   BASIS OF MOTION.. . . . . . . . . . . . . . . . . . . . .  1
2.   FACTUAL AND PROCEDURAL HISTORY. . . . . . . . . . . . . .  2
          a.   Mr. Wollersheim's Scientology Experience. . . .  2
          b.   After Many Years as Scientology's Chief

               Organization, CSC Was Gutted, and RTC and CSI

               Were Incorporated,  Diverting Funds Away from

               CSC Largely to Frustrate Mr. Wollersheim's

               Ability to Collect a Judgment.. . . . . . . . .  4
          c.   The Unity of Interest Between CSC, CSI and

               RTC is Clear; In Scientology, the Parameters

               of the Corporate Structure are Ignored in

               Favor of a Supreme Authority Called the Sea

               Org.  . . . . . . . . . . . . . . . . . . . . .  8
          d.   David Miscavige and Other Sea Org Officers

               Within RTC and CSI Have Controlled This

               Litigation and the Defense of the Underlying

               Wollersheim I Case All Along. . . . . . . . . . 10
          e.   CSI Provided the Financial Support Needed to

               Defend Wollersheim I and Prosecute the

               Present Action. . . . . . . . . . . . . . . . . 13
          f.   RTC's Retributive Efforts Against Mr.

               Wollersheim Based on His Judgment Against CSC

               Continue to the Present Day.. . . . . . . . . . 15
3.   EQUITY DEMANDS THE FINAL JUDGMENTS AGAINST PLAINTIFF

     CSC, AWARDING COSTS AND ATTORNEYS FEES TO DEFENDANT

     WOLLERSHEIM, BE AMENDED TO INCLUDE RTC AND CSI AS

     JUDGMENT DEBTORS BECAUSE THE EVIDENCE FIRMLY

     ESTABLISHES RTC AND CSI HAVE MANIPULATED AND CONTROLLED

     CSC'S LITIGATION WITH LARRY WOLLERSHEIM FROM THE

     BEGINNING.. . . . . . . . . . . . . . . . . . . . . . . . 17
          a.   Courts Have Broad Discretion to Amend

               Judgments to Add Additional Judgment Debtors

               as Justice Requires.. . . . . . . . . . . . . . 17
          b.   Mr. Wollersheim's Mountain of Evidence Far

               Exceeds the Burden of Proof He Must Sustain

               to Prevail. . . . . . . . . . . . . . . . . . . 18
               c.   Application of the Alter Ego Doctrine is Warranted

               Where, as Here, a Sufficiently Strong Unity of

               Interest Exists Between the Entities in Question

               and Failure to Apply the Doctrine Would Lead to an

               Inequitable Result. . . . . . . . . . . . . . . 19
                    1.   The Absolute Unity of Interest

                         Between CSC, RTC and CSI Forecloses

                         the Notion That They Retain

                         Separate Personalities. . . . . . . . 20
                    2.   The Equities Fall Entirely On the

                         Side of Defendant Wollersheim.. . . . 23
          d.   Granting This Motion Will Not Offend the Due

               Process Rights of RTC or CSI. . . . . . . . . . 24
4.   CONCLUSION. . . . . . . . . . . . . . . . . . . . . . . . 25
                      TABLE OF AUTHORITIES



CASES
Carr v. Barnabey's Hotel Corp. (1994)

     23 Cal.App.4th 14, 20 . . . . . . . . . . . . . . 18, 20, 25
Church of Scientology of California v. Wollersheim,

     42 Cal.App.4th 628, 648 . . . . . . . . . . . . . 18, 20, 24
Church of Spiritual Technology v. United States,

     26 Cl. Ct. 713 (1992),

     aff'd., 991 F.2d 812 (Fed. Cir. 1993) . . . . . . . . . . .9
Jack Farenbaugh & Son v. Belmont Construction

     (1987) 194 Cal.App.3d 1023. . . . . . . . . . . . . . 22, 25
Mid-Century Insurance Co. v. Gardner (1992)

     9 Cal.App.4th 1205, 1212. . . . . . . . . . . . . . . 18, 19
Mirabito v. San Francisco Dairy Co. (1935)

     8 Cal.App.2d 54, 57 . . . . . . . . . . . . . . . 18, 22, 24
NEC Electronics Inc. v. Hurt (1989)

     208 Cal.App.3d 772, 778 . . . . . . . . . . . . . 17, 19, 25
Sheard v. Superior Court (1974)

     40 Cal.App.3d 207 . . . . . . . . . . . . . . . . . . 19, 22
Thomson v. L. C. Roney & Co. (1952)

     112 Cal.App.2d 420. . . . . . . . . . . . . . . . . . . . 21
U.S. v. Zolin, 905 F.2d 1344

     (9th Cir. 1990) . . . . . . . . . . . . . . . . . . . . . .9
Ukegawa Brothers v. Agricultural Labor Relations Board

     (1989) 212 Cal.App.3d 1314, 1323. . . . . . . . . . . 19, 25



STATUTUES
Code of Civil Procedure 187 . . . . . . . . . . . . . . . . . 17





Daniel A. Leipold, Esq., State Bar No. 77159

Robert F. Donohue, Esq., State Bar No. 110505

Cathy L. Shipe, Esq., State Bar No. 156453

HAGENBAUGH & MURPHY

Suite 8200

701 South Parker Street

Orange, CA 92668

Telephone: (714) 835-5406



Attorneys Specially appearing for

Defendant, LARRY WOLLERSHEIM



            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815

DECLARATION OF DANIEL A.

LEIPOLD IN SUPPORT OF

MOTION BY DEFENDANT LARRY

WOLLERSHEIM TO AMEND

JUDGMENT
Date:                                        May 14, 1997

Time:                                        9:00 a.m.

Dept:                                        14
          I, Daniel A. Leipold, declare as follows:

     1.   I am an attorney at law duly licensed to practice law

in the State of California and am a member of the law firm of

Hagenbaugh & Murphy, attorneys of record specially appearing for

defendant Larry Wollersheim in the within action.  I am familiar

with the matters set forth herein and if called as a witness, I

could and would competently testify thereto.

     2.   Since 1991, I have been involved in the defense of

multiple lawsuits brought by members of, and entities associated

with, Scientology.  I have further developed professional,

networking relationships with other attorneys defending against

similar lawsuits and/or prosecuting claims on behalf of persons

aggrieved by Scientology practices.  Thus, I have become privy to

a wealth of evidence developed in these cases, accumulated by

both my office and by the offices of the various attorneys with

whom I have developed these networking relationships.

     3.   Accompanying defendant's motion to amend as Exhibit "L"

is a true and correct excerpt from the deposition of Warren

McShane, taken in the case of RTC, et. al. v. Netcom Online

Communication Services, Inc. (USDC Case No. C-95-20091), a case

in which I served as counsel to defendant Tom Klemesrud.

     4.   Accompanying defendant's motion to amend as Exhibit "S"

is a true and correct excerpt from the deposition of Vicki

Aznaran taken in Vicki Aznaran, et. al. v. CSC, et. al., USDC

Case No. CV 88-1786-WDK).

     5.   Accompanying defendant's motion to amend as Exhibit "T"

is a true and correct excerpt from the deposition of Vicki

Aznaran taken in in RTC, et. al. v. Wollersheim, USDC Case No. CV

85-711).

     6.   Accompanying defendant's motion to amend as Exhibit

"DD" is a true and correct copy of a list of search terms

employed by agents of RTC in August 1995 while conducting the

raid of Larry Wollersheim's home pursuant to the Writ of Seizure

obtained in the federal court in Denver.  I originally learned of

this document from Mr. Wollersheim; at the time, I was

representing him only in the case herein.  Since that time, I

have been admitted pro hac vice to represent him in RTC v.

F.A.C.T.Net (Wollersheim V), the case which began with the

issuance of the Writ of Seizure.  After learning of this document

from Mr. Wollersheim, I obtained a copy of it from the office of

Faegre and Benson, the attorneys who originally represented him

in the RTC v. F.A.C.T.Net case, and I then had a discussion about

it with one of the attorneys representing plaintiffs in that

matter, whom I believe was Todd Blakely.  That attorney confirmed

the authenticity of the document during the conversation.    As

the attorney now representing Mr. Wollersheim in the RTC v.

F.A.C.T.Net case, I have reviewed the files and can now confirm

the document submitted as Exhibit "DD" is the search terms list.

     I declare under penalty of perjury that the foregoing is

true and correct.
     Executed this ____ day of _______________, 1997 at Orange,

California.
                                   _____________________________

                                   DANIEL A. LEIPOLD

Daniel A. Leipold, Esq., State Bar No. 77159

Robert F. Donohue, Esq., State Bar No. 110505

Cathy L. Shipe, Esq., State Bar No. 156453

HAGENBAUGH & MURPHY

Suite 8200

701 South Parker Street

Orange, CA 92668

Telephone: (714) 835-5406

Attorneys Specially appearing for

Defendant, LARRY WOLLERSHEIM



            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815
SEPARATE STATEMENT OF FACTS

AND EVIDENCE IN SUPPORT OF

DEFENDANT WOLLERSHEIM'S

MOTION TO AMEND THE

JUDGMENTS

Date:                                        May 14, 1997

Time:                                        9:00 a.m.

Dept:                                        14
     Defendant Larry Wollersheim submits the following statement

of facts and evidence in support of his Motion to Amend the

Judgments awarding him costs and attorneys fees in this

matter.

             FACT                                         SUPPORTING EVIDENCE1.There are five separate

cases in the Wollersheim saga.1.                                      Exhibit "C" (Summary of

History of Wollersheim

Litigation with Scientology

entities), as authenticated by

Declaration of Robert F.

Donohue, 6.
2.   Scientology's policy of

Fair Game states: "ENEMY.  SP

Order.  Fair game.  May be

deprived of property or

injured by any means by any

Scientologist without any

discipline of the

Scientologist.  May be

tricked, sued or lied to or

destroyed."2.                                      Declaration of Dennis

Erlich of 10/26/92, filed in

opposition to plaintiff's

application for preliminary

injunction in Hart v. CAN

(LASC No. BC043303 6, and

Exhibit "B" attached thereto.*3.   Although the Wollersheim

v. CSC jury's $30 million

award to Mr. Wollersheim was

reduced by the appellate court

to $2.5 million, that judgment

against CSC, with interest,

will be worth $5,770,565.25 by

April 30, 1997.3.                                      Declaration of Craig

Stein, 11.
4.   At the time Mr.

Wollersheim filed his lawsuit

against CSC on July 29, 1980,

and prior to the formation of

CSI and RTC in late 1981 and

early 1982, CSC ran all the

organizations of Scientology. 

4.                                      Exhibit "D" (Second

Amended Complaint in

Wollersheim v. CSC, No. C332

027).*

                                        Transcript from 10/82

Mission Holders' Conference,

remarks of Lyman Spurlock (p.

4), attached as Exhibit "3"

to, and authenticated by,

Declaration of Stacy Young,

16, 20.

5.   CSC was incorporated in

California in 1954 and was

Scientology's "mother church"

until CSI was formed in late

1981.5.                                      Exhibit "A" (Excerpts

from Deposition of Neil Levin

in Wollersheim v. CSC) 9:20-

23, 61:3-18, as authenticated

by Declaration of Robert F.

Donohue 7;

                                        Transcript from 10/82

Mission Holders' Conference,

remarks of Lyman Spurlock

(p.4), attached as Exhibit "3"

to Declaration of Stacy Young.

                                        Declaration of Stacy

Young, 2.

6.   The net worth of CSC in

July of 1981 was $340 million.6.                                      Exhibit "I" (Trial

testimony of William Franks in

Titchbourne v. Church of

Scientology, Mission of Davis

(Cir. Ct. Oregon No. A7704-

05184)* 2044:12-2045:12.

7.   Starting in December

1981, Scientology underwent a

corporate reorganization,

called "Mission Corporate

Category Sort-Out" (MCCS).

Sixty to 70% of CSC was

divested at the end of

December, 1981.  7.                                      Exhibit "J" (Excerpt from

Vol. 91 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC, testimony

of Lynn Farny)*, 14309:24-

14310:11;

                                        First Declaration of

Gerald Armstrong (filed in

Wollersheim v. CSC)

(Wollersheim I), dated

2/11/85,* 1-5.

                                        Church of Spiritual

Technology v. U.S., 26 Cl.Ct.

713, 716 (1992), aff'd. 991

F.2d 812 (Fed. Cir. 1993).*

8.   When, in early 1985, it

appeared to Scientology's OSA

(Office of Special Affairs)

unit that Mr. Wollersheim

might be winning his lawsuit,

the decision was made to strip

CSC of what it still had.8.                                      Declaration of Stacy

Young, 7, 11.

9.   The remaining 30 to 40%

of CSC was gone by May of

1985.

9.                                      Exhibit "J" (Excerpt from

Vol. 91 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC, testimony

of Lynn Farny),* 14309:24-

14310:11
10.  When CSI, a corporation,

was formed in late 1981, it

replaced CSC as the "mother

church."  As of 1995, CSI

continues to be the mother

church and in this capacity

oversees most other

Scientology entities,

including CSC.  

10.                                     Exhibit "A" (Levin

deposition) 61:3-18;

                                        Exhibit "B" (Attachments

to Form 1023 Application for

Recognition of Exemption,

submitted to IRS by CSI in

pursuit of 501(c)(3) tax

exempt status; produced by CSI

in CSI, et. al. v. Fishman,

et. al., USDC Case No.

CV916426 HLH(Tx))

(hereinafter, "Tax Records"),

p. 150063, as authenticated by

Declaration of Graham Berry,

3.

                                        Declaration of Stacy

Young, 22.

                                        Transcript from 10/82

Mission Holders' Conference,

remarks of Lyman Spurlock

(p.4), and Chart of new

corporate structure, attached

as Exhibits "3" and "5" to

Declaration of Stacy Young.11.  According to the

hierarchy established by the

MCCS reorganization, the only

Scientology entity superior to

CSI is RTC, a corporation

which owns and licenses

Scientology trademarks and

service marks.11.                                     Exhibit "P" (RTC Articles

of Incorporation);*

                                        Exhibit "B" (Tax records)

pp. 150004, 150192- 150194;

150227-150235;

                                        Transcript from 10/82

Mission Holders' Conference,

remarks of Lyman Spurlock

(p.5), and Chart of new

corporate structure, attached

as Exhibits "3" and "5" to

Declaration of Stacy Young.

12.  Scientology gutted CSC of

all its assets to prevent

Wollersheim and other

litigants against Scientology

from collecting judgments.12.                                     Declaration of Stacy

Young, 10-12, 15;

                                        
                                        

13.  In October 1982,

Scientology held a "U.S.

Missionholders Conference" to

explain the MCCS corporate

reorganization, at which

Scientology officials David

Miscavige and Lyman Spurlock,

both of whom were founding

trustees of RTC in 1981,

explained the reorganization

had been intended to make

Scientology "impregnable."13.                                     Exhibit "B" (Tax records)

pp. 150232-150234, 153890;

                                        Exhibit "P" (RTC Articles

of Incorporation);

                                        Exhibit "L" (Excerpt from

deposition of Warren McShane

in RTC, et. al. v. Netcom On-

Line Communication Services,

Inc., et. al. (USDC Case No.

C-95-20091)) 220:11-221:3, as

authenticated by Declaration

of Daniel A. Leipold, 3;

                                        Declaration of Stacy

Young, 16;

                                        Transcript from 10/82

Mission Holders' Conference,

remarks of David Miscavige

(p.7) and Lyman Spurlock

(p.6), attached to as Exhibit

"3" to Declaration of Stacy

Young.

                                        
14.  At the 10/82

Missionholders Conference,

David Miscavige told attendees

that the reorganization had

resulted in a "corporate

structure [which] assures

Scientology being around for

eternity."14.                                     Transcript from 10/82

Mission Holders' Conference,

remarks of David Miscavige

(p.7), attached as Exhibit "3"

to Declaration of Stacy Young.

15.  Before the 1981

reorganization, the most

prosperous units in

Scientology were within CSC,

and CSC received regular

income from them.15.                                     Transcript from 10/82

Mission Holders' Conference,

remarks Lyman Spurlock  (p.4),

attached as Exhibit "3" to

Declaration of Stacy Young;

                                        CSC v. Commissioner of

Internal Revenue, 823 F.2d

1310, 1313-1314 (9th Cir.

1987).*

16.  Organizations such as

Church of Scientology San

Francisco, the Advanced Org of

Los Angeles and FOLO Western

U.S., all part of CSC until

late 1981, paid CSC monthly

management fees.16.                                     Exhibit "A" (Levin

deposition) 63:18-64:2;

74:7-9; 137:7-14;

                                        Transcript from 10/82

Mission Holders' Conference,

remarks of Lyman Spurlock

(p.4), attached as Exhibit "3"

to Declaration of Stacy Young;

                                        CSC v. Commissioner of

Internal Revenue, 823 F.2d

1310, 1313-1314 (9th Cir.

1987).

17.  After the reorganization,

the payments previously made

by Scientology organizations

to CSC were to be paid to CSI.

CSI receives five to 10

percent of weekly receipts

from 98 Scientology

organizations.17.                                     Declaration of Stacy

Young, 21;

                                        Exhibit "A" (Levin

deposition) 137:24-138:6;

139:22-140:4;

                                        Exhibit "B" (Tax records)

pp. 151414-151415; 151576-

151577.

18.  Twenty-five percent of

CSI's revenue consists of

management payments received

from Scientology

organizations.18.                                     Exhibit "B" (Tax records)

p. 151414.

19.  Flag Service Organization

was part of CSC until 1981,

when it was incorporated as

Church of Scientology Flag

Service Organization (CSFSO).19.                                     Exhibit "A " (Levin

deposition) 137:24-138:6;

139:22-140:4.

                                        Exhibit "B" (Tax records)

p. 150063.

20.  After 1981, CSFSO began

making management payments to

CSI; by 1989, these payments

averaged $200,000 per week.20.                                     Exhibit "B" (Tax records)

p. 151577.21.  CSC is a "dormant"

corporation which has no real

activities.21.                                     Exhibit "A" (Levin

deposition) 5:19-22; 40:25-

41:4.

                                        Exhibit "B" (Tax records)

p. 153800.

22.  As of May 1995, CSC had

been dormant "for several

years."  In its 1993

application for tax exempt

status, CSI provided

information gathered in 1991,

responding to an IRS inquiry

about why CSI had

characterized CSC as

"inactive."   There, CSI

claimed CSC to be among

"entities that were once

active but are no longer

carrying on any activity....

CSC is termed inactive because

it is no longer carrying out

any activity though it was

once an active church

corporation."22.                                     Exhibit "A" (Levin

deposition) 41:1-3.

                                        Exhibit "B" (Tax records)

pp. 150004-150005; 153800.

23.  CSC has no employees and

transacts no business.23.                                     Exhibit "A" (Levin

deposition) 40:25-41:4; 57:23-

58:2.

                                        Exhibit "B" (Tax records)

p. 153800.

24.  When CSI applied to the

IRS for 501(c)(3) tax exempt

status in 1993, it did not

include CSC among the entities

for which it sought

protection.24.                                     Exhibit "B" (Tax records)

p. 150004-150005.

25.  President Levin of CSC

devotes no time to CSC-related

duties, nor has he been paid a

salary by CSC since 1992.25.                                     Exhibit "A" (Levin

deposition) 46:5-12; 50:6.

26.  As of 1995, in addition

to his status as president of

CSC, Neil Levin is employed by

CSI as a tax handling officer

in the Office of Special

Affairs International (OSA).  26.                                     Exhibit "A" (Levin

deposition), 19:23, 55:13-20.

27.  Scientology's Office of

Special Affairs (OSA) was

previously known as the

Guardian's Office, a unit

affiliated with CSC which

handled public relations,

intelligence and legal matters

for all of Scientology.27.                                     Declaration of Stacy

Young, 6.

                                        Exhibit "J" (Excerpt from

Vol. 91 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC, testimony

of Lynn Farny)*, pp. 14301,

14303.

28.  The former Guardian's

Office became known as the

Office of Special Affairs in

approximately 1983.28.                                     Declaration of Stacy

Young, 6.

29.  In approximately 1985,

OSA's operations were

transferred from CSC to come

under CSI's control.29.                                     Exhibit "A" (Levin

deposition) 19:23.

                                        Exhibit "B" (Tax records)

p. 152248.

                                        Declaration of Stacy

Young, 11-14;

30.  As of April 30, 1986, CSC

claimed its net worth was

$18,667,947.  30.                                     Exhibit "M" (Balance

Sheet dated 4/30/86, prepared

by Greenberg & Jackson, marked

and received as Exhibit 478 in

post-trial matters in

Wollersheim v. CSC).*

                                        Exhibit "J" (Excerpt from

Vol. 91 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC, testimony

of Lynn Farny)*, p. 14305:17-

14306:6.

                                        31.  The $18.6 million figure

representing CSC's purported

net worth as of April 1986 was

prepared by the accounting

firm of Greenberg & Jackson;

among that firm's principals

was Marty Greenberg, a staff

member within the precursor

entity to Scientology's OSA

unit, the Guardian's Office.31.                                     Exhibit "N" (GO List,

marked and received as Exhibit

94 in Wollersheim v. CSC

trial),* p. 353-A.

                                        Exhibit "HH" (Master

Index to Reporters' Transcript

on Appeal in Wollersheim v.

CSC), p. xxxiv.*32.  As of 1994, Lynn Farny is

an officer of CSI.32.                                     Exhibit "O" (Notice of

Filing Amendment and Amendment

to Bond for Stay of Execution

of Judgment, filed 6/24/94 in

consolidated actions RTC v.

Scott and RTC v.

Wollersheim.)*

33.  On July 29, 1986, Lynn

Farny, in his capacity as a

director of CSC, agreed on the

record in Wollersheim v. CSC

that CSC would not disburse,

dispose of, spend, transfer or

convey assets of CSC without

prior approval of the court

except in the ordinary course

of business.33.                                     Exhibit "K" (Excerpt from

Vol. 97 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC, testimony

of Lynn Farny)*,  p. 14912:22-

14913:27.

34.  Los Angeles Superior

Court Judge Ronald Swearinger,

ruling on a post-trial motion

in Wollersheim v. CSC,

determined on the basis of

evidence before him that CSC

had voluntarily depleted all

of its assets to sister

corporations during the

pendency of the case to create

the appearance of indigency.34.                                     Exhibit "Q" (Minute Order

of the Court entered 9-26-86

in Wollersheim v. CSC).*

35.  In December 1986, ex-

Scientologist Gerald Armstrong

settled his claims against CSC

for $800,000 in an agreement

executed by CSI.  These claims

had been advanced by way of a

cross-complaint filed in the

matter of CSC v. Armstrong, in

which CSC sued Mr. Armstrong

for conversion of

"confidential" documents.

L.A. Superior Court Judge Paul

Breckenridge dismissed CSC's

complaint in 1984, finding Mr.

Armstrong's possession of the

documents justified by his

fear for the lives of his wife

and himself and the belief

that he needed the documents

as leverage against the

threats.  The court of appeal

affirmed that decision.35.                                     Exhibit "R" (Mutual

Release of All Claims,

executed between Gerald

Armstrong and CSI in

settlement of cross-complaint

in Armstrong v. CSC LASC No. C

420153), as authenticated by

the Declaration of 
Ford Greene, 7.

                                        Declaration of 
Ford Greene, 2-6.

                                        CSC v. Armstrong (1991)

232 Cal.App.3d 1060.

36.  The settlement disposing

of Gerald Armstrong's claims

against CSC, executed by

representatives of CSI, named

CSC, RTC and "all Scientology

entities" as beneficiaries of

the agreement.

36.                                     Exhibit "R" (Armstrong

settlement).

                                        Declaration of 
Ford Greene, 6.

37.  In March 1996, CSC

deposited the contents of its

Luxembourg bank account, which

by then totalled $38,993.09,

with the Court, in response to

Mr. Wollersheim's motion for

the appointment of a receiver.37.                                     Declaration of Craig

Stein, 6.
38.  As of May, 1995, CSC

banked at Republic Bank in New

York and at Krediet Bank of

Luxembourg.  The Luxembourg

account had $35,000 in it.

The New York account had been

opened with CSI funds to pay a

sanctions award in Wollersheim

v. CSC.38.                                     Exhibit "A" (Levin

deposition) 37:22-38:20;

46:19-20; 47:12.

                                        Declaration of Craig

Stein, 17.

39.  As of May, 1995, CSC owns

no personal property and no

real property anywhere in the

world.39.                                     Exhibit "A" (Levin

deposition) 124:4-18.

40.  As of May, 1995, the only

cases in which CSC was a

plaintiff or cross-complainant

were the present one and the

case of RTC v. Scott, which

had been consolidated with RTC

v. Wollersheim (Wollersheim

II).  The Scott and

Wollersheim II cases had both

been filed in the 1980s.40.                                     Exhibit "A" (Levin

deposition) 52:12-53:15.

                                        Exhibit "E" (First

Amended Complaint in RTC, et.

al. v. Wollersheim, et. al.

USDC Case No. 85-7197 MRP)*

                                        Exhibit "F" (Caption page

from Complaint in RTC, et. al.

v. Scott, et. al. (USDC Case

No. 85711);*

41.  The Sea Org is an

unincorporated paramilitary

organization whose bank

reserves in July of 1981

totalled $150 million.41.                                     Exhibit "B" (Tax records)

p. 150160-150161.

                                        Exhibit "I" (Testimony of

William Franks in Titchbourne)

p. 2041, l. 4-20.42.  Power over all

Scientology entities is

exercised by the Sea Org

irrespective of corporate

boundaries.42.                                     Declaration of Stacy

Young, 17;

                                        Exhibit "S" (Excerpts

from deposition of Vicki

Aznaran in Vicki Aznaran, et.

al. v. CSC, et. al., USDC Case

No. CV 88-1786-WDK), 335:17-

23, as authenticated by

Declaration of Daniel A.

Leipold, 4.

43.  The highest posts within

Scientology corporations are

occupied by officers of the

Sea Org. 43.                                     Exhibit "B" (Tax records)

pp. 150159, 153818-153819.

44.  Captain David Miscavige

of the Sea Org is its highest

ranking officer.44.                                     Exhibit "B" (Tax records)

p. 153819.45.  A founding trustee of RTC

in December 1981, David

Miscavige is its current

chairman of the board.45.                                     Exhibit "B" (Tax records)

pp. 150232, 150234, 153890;

                                        Exhibit "L" (McShane

deposition) 220:11-221:3.

46.  As the only non-Brevet

captain in the Sea Org,

Miscavige is the only one

whose rank is not dependent

upon his continued service in

a particular post.46.                                     Exhibit "B" (Tax records)

pp. 153818-153819.

47.  Prior to 1987, David

Miscavige ruled Scientology

from his position as chairman

of Author Services, Inc.

(ASI), a for-profit

corporation ostensibly created

as a literary agency for L.

Ron Hubbard.47.                                     Declaration of Stacy

Young 18, 25.

                                        Exhibit "T" (Excerpts

from deposition of Vicki

Aznaran in RTC, et. al. v.

Wollersheim USDC Case No. CV

85-711) 45:14-46:2, as

authenticated by Declaration

of Daniel A. Leipold, 5.

48.  In 1987, when the IRS

began investigating ASI's ties

to Scientology's non-profit

corporations, Miscavige moved

the seat of power to RTC and

appointed himself chairman of

the board.48.                                     Declaration of Stacy

Young 25.

49.  Before moving to RTC,

Miscavige managed the defense

of the Wollersheim I case from

his post at ASI, assisted by

other Sea Org officers.49.                                     Declaration of Stacy

Young, 25.

                                        Exhibit "S" (Vicki

Aznaran deposition in Vicki

Aznaran, et. al. v. CSC, et.

al.) 332:6-333:22, 366:1-8.

50.  Other ASI personnel

assisting in the management of

CSC's defense in Wollersheim

v. CSC were Marty Rathbun and

Norman Starkey, both Sea Org

officers.  Rathbun eventually

became a director of RTC and

its president, as well as a

trustee of CSI.  Starkey was

one of RTC's founding

trustees.50.                                     Exhibit "S" (Vicki

Aznaran deposition in Vicki

Aznaran, et. al. v. CSC, et.

al.) 366:1-8;

                                        Exhibit "B" (Tax records)

pp. 150007-150009, 150232,

150234, 151380, 153819.

51.  Miscavige attended a

portion of the Wollersheim I

trial.51.                                     Exhibit "K" (Excerpt from

Vol. 97 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC),  p.

14912:22-14913:27.52.  In Scientology, the term

"PC file" refers to an

adherent's "pre-clear" file

and contains information

gleaned from a Scientologist's

"auditing" sessions. 52.                                     Exhibit "S" (Excerpts

from deposition of Vicki

Aznaran in Vicki Aznaran, et.

al. v. CSC, et. al.), 335:17-

23.

53.  Between mid-1983 and

early 1986, Vicki Aznaran held

command positions at RTC,

including the position of

president.  She was also a Sea

Org officer.  While an officer

of RTC, she received an order

to destroy the PC files of

Larry Wollersheim and others

involved in litigation against

Scientology.53.                                     Exhibit "S" (Excerpts

from deposition of Vicki

Aznaran in Vicki Aznaran, et.

al. v. CSC, et. al.) 214:6-16;

215:1-7; 332:19-333:22;

                                        Supplemental Declaration

of Vicki Aznaran (filed

herein, Joint Appendix on

Appeal, Vol. 3, p. 783),* 8.

                                        Exhibit "B" (Tax records)

p. 150243.

54.  In CSC, et. al. v.

Superior Court, et. al.

(Wollersheim III) (in which

Mr. Wollersheim was a

defendant), CSC claimed Judge

Swearinger's order in

Wollersheim I, compelling

production of Mr.

Wollersheim's PC files,

violated plaintiffs' freedom

of religion.  The case was

dismissed in November of 1986.54.                                     Exhibit "G" (Second

Amended Complaint in CSC, et.

al. v. Superior Court,

Swearinger, Margolis and

Wollersheim (USDC Car No. CV-

86 1362 ER).*

55.  The directive to Vicki

Aznaran to destroy Mr.

Wollersheim's PC files was

issued by David Miscavige.55.                                     Exhibit "S" (Vicki

Aznaran deposition in Vicki

Aznaran, et. al. v. CSC, et.

al.) 332:6-333:22, 366:1-8.56.  All writings of L. Ron

Hubbard are considered

"scripture" in Scientology. In

or about 1968, L. Ron Hubbard

wrote that "The purpose of the

suit is to harass and

discourage rather than to win.

[]  The law can be used very

easily to harass, and enough

harassment on somebody who is

simply on the thin edge

anyway, well knowing that he

is not authorized, will

generally be sufficient to

cause his professional

decease.  If possible, of

course, ruin him utterly."56.                                     Exhibit "B" (Tax records)

p. 150064.

                                        Second Declaration of

Gerald Armstrong (dated June

4, 1993 and filed herein in

conjunction with defendant's

first motion for attorneys

fees), 5, and Exhibit "A"

attached thereto.*

                                        Declaration of Vicki

Aznaran in U.S. v. Fishman, p.

4, l. 3-11 (and cover

declaration filed in

conjunction with defendant's

Anti-SLAPP Motion to Strike

herein).*

57.  RTC and CSI v.

Wollersheim (Wollersheim II)

was filed on 11/4/85.  In it,

the plaintiffs claimed the

possession and use of certain

documents in the prosecution

of Wollersheim I by Mr.

Wollersheim, his attorneys and

experts constituted, inter

alia, RICO violations and

copyright infringement.57.                                     Exhibit "E" (First

Amended Complaint in RTC and

CSI v. Wollersheim, et. al.).

58.  The decision to file the

Wollersheim II case was made

by Sea Org officers David

Miscavige, Norman Starkey,

Marty Rathbun and Vicki

Aznaran, among others. 58.                                     Exhibit "T" (Excerpts

from deposition of Vicki

Aznaran in RTC/CSI v.

Wollersheim) 684:1-685:21.

                                        Exhibit "B" (Tax records)

p. 153819.

59.  Among the attorneys

representing RTC and CSI in

Wollersheim II was Earle

Cooley, who was also

representing CSC in

Wollersheim I at the time.59.                                     Exhibit "V" (Notice of

Final Judgment filed by Earle

C. Cooley and Kendrick L.

Moxon on 3/11/94 in

Wollersheim v. CSC)*;

                                        Exhibit "K" (Excerpt from

Vol. 97 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC), pp.

14912:22-14913:27.

                                        RTC v. Wollersheim, 796

F.2d 1076 (9th Cir. 1992).*
60.  In Wollersheim II, both

RTC and CSI claimed, as

elements of damages, the costs

and damages award arising out

of Mr. Wollersheim's case

against CSC.60.                                     Exhibit "U" (Plaintiffs'

Statement in Response to OSC

Re Rico Claims, filed 8/21/89

in consolidated actions RTC v.

Scott; RTC v. Wollersheim

(USDC Case Nos. 85711/

857197),* Responses to

Questions 4, 8 and 17 (pp. 4,

42, 45.)

61.  The RICO statement

containing RTC's and CSI's

damages claims was signed by

Attorney Kendrick Moxon

(himself a former staff member

of Scientology's Guardian's

Office), who represented CSC

in Wollersheim I post-trial

matters, and who represents

CSC herein.61.                                     Exhibit "U" (RICO

Statement), p. 45.

                                        Exhibit "V" (Notice of

Final Judgment in Wollersheim

I);

                                        Exhibit "N" (GO List),

pp. 352-C, 387-B;

                                        Exhibit "HH" (Master

Index to Reporters' Transcript

on Appeal in Wollersheim I) p.

xxxiv.

62.  Bowles & Moxon was the

firm handling the majority of

Scientology's legal work.  In

1991, the firm was paid

$3,199,232.53 by CSI alone.62.                                     Exhibit "B" (Tax records)

pp. 153847-153850.

63.  In eventually awarding

$2.9 million in attorneys fees

to defendants in RTC v. Scott,

the action with which

Wollersheim II was

consolidated, the court

adopted the recommendations of

Special Master James Kolts,

who found plaintiffs had

abused the federal court

system by using it to destroy

their opponents.  This

decision was affirmed by the

Ninth Circuit Court of

Appeals.63.                                     Exhibit "X" (Memorandum

of Decision by Special Master

James Kolts in RTC v. Scott,

dated 1/20/93),* p. 2.

                                        Exhibit "Y" (Memorandum

Opinion of Ninth Circuit Court

of Appeals, filed 4/11/96, in

RTC v. Scott).*

                                                  64.  In dismissing the

Wollersheim II complaint in

May of 1990, the District

Court judge adopted the

recommendations of Special

Master James Kolts, who found

the complaint to have been

"frivolous and malicious."64.                                     Exhibit "W" (Order of the

Honorable James Ideman

Clarifying Prior Order

Adopting Conclusions and

Recommendations of Special

Master RE Rico Claims).*

                                        Exhibit "GG" (Excerpt

from Evaluation of Order to

Show Cause Re: Rico

Statements, signed by the

Honorable James G. Kolts on

3/7/90),* p. 44.

65.  Before Wollersheim II was

dismissed, RTC and CSI

petitioned the Ninth Circuit

Court of Appeals for the

disqualification of the entire

U.S. District Court for the

Central District of

California, based upon bias

and prejudice.  The Ninth

Circuit denied the petition

and ordered it stricken.65.                                     CSC v. Wollersheim (1996)

42 Cal.App.4th 628, 636.

66.  The Amended Notice of

Appeal, in which the dismissal

of the "Greene defendants"

(Mr. Wollersheim, his

attorneys and expert

witnesses) in Wollersheim II

was filed on behalf of RTC and

CSI, as well as nonparty CSC.66.                                     Exhibit "Z" (Amended

Notice of Appeal filed on

9/11/90 in USDC consolidated

actions RTC v. Scott; RTC v.

Wollersheim (Nos. 85711/

857197).*

67.  The dismissal of the

Wollersheim II complaint was

affirmed by the Ninth Circuit

Court of Appeals.67.                                     RTC and CSI v.

Wollersheim, et. al., 971 F.2d

364 (9th Cir. 1992).*

68.  In April or May of 1987,

Sea Org Captain (Brevet) Marty

Rathbun discussed a plan to

steal the medical records of

Attorney Charles O'Reilly with

other high-ranking Scientology

officials and three private

investigators.68.                                     Declaration of Joseph A.

Yanny (originally filed in RTC

v. Yanny, LASC No. C6902111

and subsequently filed herein,

Joint Appendix on Appeal, Vol.

1, pp. 281-309),* 21(a).

69.  Joseph A. Yanny is an

attorney who has previously

represented CSC, RTC and CSI

in cases including Wollersheim

II and Wollersheim III.

Before he ceased representing

Scientology entities in

November of 1987, he attended

meetings at which David

Miscavige, Marty Rathbun and

others discussed ways of

pressuring Mr. Wollersheim's

attorneys into easing off the

verdict, and he witnessed

Miscavige's and Rathbun's

directives regarding the theft

of Mr. O'Reilly's medical

records.69.                                     Declaration of Joseph A.

Yanny (Joint Appendix pp. 281,

295:10-296:6), 1, 2, 21.

                                        Exhibit "E" (First

Amended Complaint in RTC v.

Wollersheim ("Wollersheim

II"));

                                        Exhibit "G" (Second

Amended Complaint in CSC, et.

al. v. Superior Court, et. al.

(Wollersheim III).

70.  The order to steal Mr.

O'Reilly's medical records was

implemented on orders from

David Miscavige.70.                                     Declaration of Joseph A.

Yanny, (Joint Appendix pp.

295:10-296:6), 21(a).

71.  The goal of the plan to

steal Mr. O'Reilly's medical

records was to obtain

information useful to

blackmail him into easing off

the $30 million verdict.71.                                     Declaration of Joseph A.

Yanny, (Joint Appendix pp.

295:25-296:6), 21(a).

72.  CSI paid CSC's defense

costs in Wollersheim v. CSC

(Wollersheim I).72.                                     Exhibit "A" (Levin

deposition) 60:21-24.

73.  Scientology maintains a

central reserve system to fund

activities such as expansion,

defense and emergencies.73.                                     Exhibit "B" (Tax records)

p. 151572.

74.  Among the Scientology

entities participating in the

central reserve system are CSI

and CSC.74.                                     Exhibit "B" (Tax records)

p. 151574.

75.  The central reserve fund

is administered by a committee

consisting entirely of full-

time employees of CSI.75.                                     Exhibit "B" (Tax records)

pp. 151578, 151580, 151882.

76.  The central reserve

committee authorized $12

million annually in 1987 and

1988 for legal fees, court

costs and other expenses

related to the defense of the

activities of Scientology.76.                                     Exhibit "B" (Tax records)

p. 151602.

77.  CSC's attorneys fees

arising from the present

litigation have been paid by

CSI.77.                                     Exhibit "A" (Levin

deposition) 59:22-60:9.

78.  CSC President Levin

recalls no written agreement

between CSC and CSI for the

repayment of attorneys fees.78.                                     Exhibit "A" (Levin

deposition) 60:14-16.

79.  Scientology's vow never

to pay Mr. Wollersheim's

judgment was captured in the

phrase, "Not One Thin Dime for

Wollersheim," which became a

slogan for the Wollersheim

case.  This sentiment was

echoed by Attorney Earle

Cooley, who told the Los

Angeles Times: "Larry

Wollersheim will never collect

a dime."79.                                     Declaration of Stacy

Young, 10.

                                        Exhibit "FF" (Los Angeles

Times article of 7/23/86).

80.  A 1982 bulletin from CSI

to Scientology "orgs"

proclaimed the "new, totally

secure corporate set-up" would

ensure no claimant against

Scientology would ever be paid

"one dime."80.                                     International Management

Bulletin No. 1, dated

11/23/82, attached as Exhibit

"2" to, and authenticated by,

Declaration of Stacy Young,

16.

81.  In its 1993 application

for 501(c)(3) tax exempt

status, CSI submitted a

Consolidated Balance Sheet to

the IRS which included as a

liability of CSI's the $30

million judgment obtained by

Mr. Wollersheim against CSC.81.                                     Exhibit "B" (Tax

records), p. 151594.

82.  In August 1995, as a

precursor to its filing of the

Wollersheim V case, RTC filed

an ex parte petition in

federal court in Denver,

seeking a Writ of Seizure, as

authorized under U.S.

copyright laws, to enter the

home of Lawrence Wollersheim

and to search for and seize

certain materials apparently

authored by L. Ron Hubbard.82.                                     Exhibit "AA" (Motion for

a Writ of Seizure and

Impoundment of Infringing

Trade Secret Articles filed by

RTC in RTC v F.A.C.T.Net, et.

al. USDC Civil Action No. 95-

K-2143.)*

83.  Subsequent to the filing

of RTC v. F.A.C.T.Net, et. al.

(Wollersheim V), another

plaintiff, Bridge Publications

Inc. (BPI), has joined in the

litigation as a plaintiff.

BPI, a Sea Org entity which

was formerly a part of CSC,

has a board of directors

appointed by CSI.83.                                     Exhibit "H" (First

Amended Verified Complaint and

its Exhibit "I", filed in RTC

v. F.A.C.T.Net, et. al.)

Note: because the attachments

to the amended complaint are

voluminous and largely

irrelevant to the instant

motion, only Exhibit "I" is

provided here;

                                        Exhibit "B" (Tax records)

pp. 157303, 157307, 157340;

                                        Church of Spiritual

Technology v. U.S., 26 Cl. Ct.

713 (1992), aff'd., 991 F.2d

812 (Fed. Cir. 1993).*

84.  Among the lawyers

representing the plaintiffs in

RTC et. al. v. F.A.C.T.Net,

et. al., was Earle Cooley, who

also represented RTC, CSI and

CSC in Scientology's previous

litigation against Mr.

Wollersheim.  84.                                     Exhibit "V" (Notice of

Final Judgment in Wollersheim

v. CSC)*;

                                        Exhibit "K" (Excerpt from

Vol. 97 of Reporter's

Transcript on Appeal in

Wollersheim v. CSC), pp.

14912:22-14913:27.

                                        RTC v. Wollersheim, 796

F.2d 1076 (9th Cir. 1992).*

                                        Exhibit "H" (Wollersheim

V amended complaint).

                                        85.The writ of seizure

authorized by the U.S.

magistrate pursuant to RTC's

application was subsequently

vacated, and RTC and BPI

failed in their effort to

obtain a preliminary

injunction when the court

determined plaintiffs were

unlikely to prevail on the

merits, and the balance of

hardships weighed in favor of

Mr. Wollersheim and the other

defendants.85.                                     Exhibit "BB" (Memorandum

Opinion and Order of the

Honorable John L. Kane, Jr.,

filed 9/15/95 in RTC v.

F.A.C.T.Net, denying

plaintiffs' motion for

preliminary injunction and

ordering the return of all

seized items),* p. 18.

86.  The order granting the

petition for a writ of seizure

authorized agents of RTC to

enter Mr. Wollersheim's home

to search for materials

apparently authored by L. Ron

Hubbard whose RTC-owned

copyrights Mr. Wollersheim was

alleged to have infringed.86.                                     Exhibit "CC" (Order to

Clerk to Issue Writ for

Seizure of Articles Infringing

Statutory Copyright and

Containing Misappropriated

Trade Secrets and Order for

Impoundment, filed 8/21/95 in

RTC v. F.A.C.T.Net),* pp.2-3.

87.  When agents of RTC

conducted their search

pursuant to the writ of

seizure, they ran a search of

Mr. Wollersheim's computer,

seeking documents by means of

a list of keywords; among the

keywords employed were

"Swearinger," "O'Reilly" and

"Leipold."87.                                     Exhibit "DD" (List of

search terms employed by

agents of RTC searching Mr.

Wollersheim's computer

pursuant to order authorizing

writ of seizure), as

authenticated by Declaration

of Daniel A. Leipold, 6.

88.  Mr. Wollersheim's counsel

in this lawsuit, Daniel A.

Leipold of Hagenbaugh &

Murphy, substituted into the

Wollersheim V matter on behalf

of Mr. Wollersheim in 1996,

pursuant to an approved

application pro hac vice.88.                                     Exhibit "EE" (Memorandum

Opinion and Order filed

11/21/96 in RTC and BPI v.

F.A.C.T.Net, et. al., granting

application pro hac vice of

Daniel A. Leipold),* p. 26.

89.  RTC and BPI attached a

copy of a "confidentiality

agreement" executed solely

between CSC and Lawrence

Wollersheim to the complaint

filed in RTC and BPI v.

F.A.C.T.Net (Wollersheim V).89.                                     Exhibit "H" (First

Amended Complaint, 36, 51,

and its Exhibit "I," in RTC v.

F.A.C.T.Net, et. al.).

90.  RTC's current presient,

Warren McShane, gave a

declaration in RTC and CSI v.

Wollersheim (Wollersheim II),

when he was secretary of RTC

and assisted Scientology

counsel in a "paralegal"

capacity.  There, he

acknowledged RTC, CSI and CSC

all have the same purpose of

advancing Scientology beliefs.90.                                     Exhibit "L" (McShane

deposition) 8:20-21, 11:10-23.

                                        Declaration of Warren

McShane filed in RTC, et. al.

v. Wollersheim, et. al.

(Wollersheim II),* 8-10.



          Dated: April 10, 1997

HAGENBAUGH & MURPHY



By____________________________

   DANIEL A. LEIPOLD

   Attorneys Specially appearing for

Defendant, LARRY WOLLERSHEIMDaniel A. Leipold, Esq., State Bar No. 77159

Robert F. Donohue, Esq., State Bar No. 110505

Cathy L. Shipe, Esq., State Bar No. 156453

HAGENBAUGH & MURPHY

Suite 8200

701 South Parker Street

Orange, CA 92668

Telephone: (714) 835-5406
Mark Goldowitz, Esq.

1611 Telegraph Ave., Suite 1200

Oakland, CA 94612

(510) 835-0850

Attorneys for Defendant,

LARRY WOLLERSHEIM



            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815
DECLARATION OF CRAIG J.

STEIN IN SUPPORT OF MOTION

BY DEFENDANT LARRY

WOLLERSHEIM TO AMEND

JUDGMENTS

___________________________
Date:

Time:

Dept:
     I, CRAIG J. STEIN, DECLARE:

     1.   I have personal knowledge of the facts stated in this

declaration and if called as a witness, I could and would

competently testify thereto.

     2.   I am an attorney at law duly admitted to practice

before the Courts of New York and California and am one of the

attorneys of record for defendant Larry Wollersheim.

     3.   Larry Wollersheim's original 2.5 million dollar

judgment against Church of Scientology of California now stands

with the addition of interest at $________________.  Over the

last several years, I have attempted to satisfy this judgment by

attempting to obtain the appointment of a receiver for various

assets of Church of Scientology of California.  On October 26,

1994, defendant's motion for the appointment of a receiver to

enforce the judgment was denied by the Honorable Diane Wayne.

Defendant's motion was denied without prejudice.

     4.   On or about February 18, 1997, the motion was renewed

by defendant before the Honorable John T. Shook and that motion

too was denied.

     5.   Since obtaining his judgment against Church of

Scientology of California, the attorneys for CSC have essentially

pleaded indigency representing that it only has $35,000 in cash

which was deposited with this Court.  Declarant is informed and

believes that Church of Scientology of California has purposely

since on or about the beginning of 1981 depleted the corporate

assets of Church of Scientology of California to render it a

meaningless shell with no purpose other than to act as a

litigation battering ram against the perceived enemies of

Scientology.  By stripping Church of Scientology of California of

any stated purpose or daily activity, Scientology made the

appointment of a receiver pointless.

     I declare the foregoing to be true under the penalty of

perjury pursuant to the laws of the State of California this

_____ day of April, 1997 at Los Angeles, California.

                              __________________________________

                              CRAIG J. STEIN, Declarant              DECLARATION OF LAWRENCE DOMINICK WOLLERSHEIM
     I, LAWRENCE DOMINICK WOLLERSHEIM, declare as follows:

     1.   I have personal knowledge of all facts contained within

this declaration and if called to testify thereto, I could and

would be competently able to do so.

     2.   I am a party to the within litigation.  Initially, when

this lawsuit was filed against me by the Church of Scientology of

California, I was unable to locate an attorney and therefore, my

initial response to the case was in pro per.

     3.   I have been involved in continuous litigation with

Church of Scientology entities since at least 1980.  Initially, I

sued the Church of Scientology of California in a Los Angeles

County Superior Court action.  That action went to trial in 1980

and I received a unanimous jury verdict in my favor in the amount

of $30,000,000.  Later, that verdict was reduced on appeal to

$2.5 million but otherwise it has withstood every attack that

Scientology has thrown at it.  That action has come to be known

as the "Wollersheim I" suit.

     4.   During the course of the Wollersheim I suit, I was sued

not once, but twice by Scientology in federal court for the

Central District of California.  The first suit (Wollersheim II)

was a RICO (Racketeer Influence Corrupt Organization) suit

against myself, my attorneys and my expert witnesses which was

filed by Religious Technology Center ("RTC") and Church of

Scientology International ("CSI").  At the time of dismissal, the

Court stated that the suit "borders on the frivolous and

malicious."

     5.   The other suit filed in federal court during the course

of the trial was a "civil rights action" filed by the Church of

Scientology and various "Reverends" of other Scientology

entities.  This suit was also dismissed.

     6.   The fourth suit (Wollersheim IV) is this action.  A

defunct corporation, CSC sued me in an effort to engage me in

prolonged litigation and to deprive me of my underlying judgment

in Wollersheim I.  The Court of Appeal stated at page 649 of its

opinion in this matter, "When a litigant continuously and

unsuccessfully uses the litigation process in filing

unmeritorious motions, appeals and lawsuits, such actions have

constitutional implications which may be reviewed on a motion

under 425.16."  Church of Scientology v. Wollersheim, 42

Cal.App.4th 628, 649.

     7.   A similar opinion was expressed in the unpublished

Ninth Circuit Court of Appeal opinion in Wollersheim II.  This

opinion, issued April 11, 1996, states that Scientology has

"utilized every device that we on the District Court have ever

heard of to avoid such compliance, and some that are new to us.

This non-compliance has consisted of evasions,

misrepresentations, broken promises and lies, but ultimately with

refusal.  As part of this scheme to not comply, the plaintiffs

have undertaken a massive campaign of filing every conceivable

motion (and some inconceivable) to disguise the true issue in

these pre-trial proceedings.  Apparently viewing litigation as a

war, plaintiffs by this tactic have had the effect of massively

increasing the cost to the other parties, and, for awhile, to the

Court. . . ."  RTC v. Scott/RTC v. Wollersheim D.C. Nos.

9455781/9455920 - unpublished memorandum of opinion in an appeal

from the United States District Court for the Central District of

California.

     8.   RTC and CSI have once again sued me, this time in

District Court in Colorado (Wollersheim V).  This action is

currently pending and is in the discovery stage.

     9.   On March 8, 1997, I traveled to Clearwater, Florida to

participate in a demonstration at Scientology headquarters there.

I was picketing regarding the suspicious death of a Scientology

member, Lisa McPherson , who died while in the custody of the

Church.  The Coroner's Office found that she died of dehydration

with her body covered with insect bites.  During the course of

the demonstration, one of the attorneys for Scientology in the

Wollersheim V case, Elliot Abelson (who identifies himself as

Scientology's general counsel), approached me in the company of

Michael Rinder, the head of Scientology Legal and Intelligence

Division.  Mr. Rinder is an employee of the Office of Special

Affairs of the Church of Scientology International which is NOT a

party to the Wollersheim V case.  Mr. Abelson advised me that he

hoped that I did not take all the litigation he was involved with

against me personally, it was just a job.  During the course of

this conversation, I advised him that I was confident that I

would be able to prevail once again in the Wollersheim V

litigation.  I further advised them that it was likely that they

would lose many of their copyrights that they were suing over.

At this point, both Mr. Abelson and Mr. Rinder smiled at me and

Mr. Rinder said, "You don't have enough money to do that."

     10.  Based on my continuous litigation with Scientology,

since 1980, including litigation with Scientology entities, CSI,

RTC and CSC, it is extremely clear that Wollersheim II, III, IV

and V were filed for no other purpose than to deprive of my

ability to collect my judgment in Wollersheim I and to beat me

into submission through the continuous gross misuse of the

litigation process.  This continues to this day by the admission

of Mr. Rinder in the Wollersheim V case.  Scientology continues

to throw its massive assets at me to make an example of me to the

world.  Scientology and its various entities, CSC, RTC and CSI

want the world to know that it is useless to depend on the civil

litigation system as Scientology will NEVER pay "one thin dime"

to Larry Wollersheim, or anyone else.

     11.  I know, from personal knowledge from my 16 years of

litigation with Scientology, that there is absolutely no

corporate integrity whatsoever to Scientology.

     I declare, under penalty of perjury that the foregoing is

true and correct.

     Executed this     day of               , 1997, at Boulder,

Colorado.
                                                              

                                LAWRENCE DOMINICK WOLLERSHEIMDaniel A. Leipold, Esq., State Bar No. 77159

Robert F. Donohue, Esq., State Bar No. 110505

Cathy L. Shipe, Esq., State Bar No. 156453

HAGENBAUGH & MURPHY

Suite 8200

701 South Parker Street

Orange, CA 92668

Telephone: (714) 835-5406



Attorneys Specially appearing for

Defendant, LARRY WOLLERSHEIM



            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815

DECLARATION OF 
Ford Greene

IN SUPPORT OF MOTION BY

DEFENDANT LARRY WOLLERSHEIM

TO AMEND JUDGMENT
Date:

Time:

Dept:
     I, 
Ford Greene, declare as follows:

     1.   I am an attorney at law duly licensed to practice law

in the State of California.  The matters set forth herein are

personally known to me and if called as a witness, I could and

would competently testify thereto.

     2.   I served as counsel to Gerald Armstrong in the case

entitled Church of Scientology International v. Armstrong (Marin

County Superior Court Case No. 157680), filed in February 1992.

The case centered on a dispute about the scope of the December

1986 settlement agreement executed between Mr. Armstrong and

Church of Scientology International ("CSI").  That agreement had

been achieved in settlement of Mr. Armstrong's cross-complaint

against Church of Scientology of California ("CSC") in the matter

of CSC v. Armstrong, Los Angeles Superior Court No. C420153.

     3.   The complaint in CSC v. Armstrong charged Mr.

Armstrong, an ex-Scientologist, with conversion, alleging he

converted certain "confidential" Scientology documents to his own

use.  The court dismissed that portion of the action in August

1984, after determining Mr. Armstrong was justified in removing

the documents because he reasonably believed his life was in

danger and that possession of the documents was necessary for the

safety and protection of his wife and himself.  Attached to

Defendant Wollersheim's Separate Statement of Facts and Evidence

as Exhibit "N" is a true and correct copy of the memorandum

decision by Superior Court Judge Paul Breckenridge containing the

order of dismissal.

     4.   The Second District Court of Appeal affirmed Judge

Breckenridge's judgment of dismissal in a published opinion, CSC

v. Armstrong (1991) 232 Cal.App.3d 1060.

     5.   After CSC's complaint against him was dismissed, Mr.

Armstrong continued to prosecute his cross-complaint against CSC.

Ultimately, by agreement between Mr. Armstrong and CSI, this

cross-complaint was settled in December 1986.  In exchange for

his signature on a Release of All Claims and Settlement

Agreement, Mr. Armstrong accepted a settlement in the amount of

$800,000.

     6.   Although representatives of CSI executed the Release of

All Claims and Settlement Agreement, CSI specifically named CSC

and Religious Technology Center, among others, as beneficiaries

of the agreement, along with "all Scientology and Scientology

affiliated organizations..."

     7.   Accompanying Defendant Wollersheim's Separate Statement

of Facts and Evidence herein as Exhibit "M" is a true and correct

copy of the Mutual Release of All Claims and Settlement Agreement

executed between Mr. Armstrong and CSI.

     I declare under penalty of perjury that the foregoing is

true and correct.
     Executed this ____ day of _______________, 1997 at San

Anselmo, California.
                                   _____________________________

                                   
Ford Greene

Daniel A. Leipold, Esq., State Bar No. 77159

Robert F. Donohue, Esq., State Bar No. 110505

Cathy L. Shipe, Esq., State Bar No. 156453

HAGENBAUGH & MURPHY

Suite 8200

701 South Parker Street

Orange, CA 92668

Telephone: (714) 835-5406
Mark Goldowitz, Esq.

1611 Telegraph Ave., Suite 1200

Oakland, CA 94612

(510) 835-0850
Attorneys for Defendant,

LARRY WOLLERSHEIM





            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815
DEFENDANT LARRY

WOLLERSHEIM'S MOTION FOR AN

ORDER ADJUDICATING THAT

DEFENDANT IS ENTITLED TO

ATTORNEYS' FEES (FILED

CONCURRENTLY WITH

DEFENDANT'S MOTION TO AMEND

JUDGMENTS) (C.C.P. 425.16

and 1025.5)

___________________________
Date:

Time:

Dept:

TO PLAINTIFF, CHURCH OF SCIENTOLOGY OF CALIFORNIA, AND ATTORNEYS

OF RECORD:

          PLEASE TAKE NOTICE that defendant Larry Wollersheim

hereby gives notice of defendant's intent to obtain an order from

the above-noted Court at the time of the hearing of defendant's

motion to amend judgment that defendant is entitled to the

recovery of attorneys' fees for the preparation and attendance of

the hearing of defendant's motion to amend the two separate

judgments for attorneys' fees ordered by this Court against

plaintiff, Church of Scientology of California, on June 3, 1994

and on November 8, 1996.

     Defendant's motion is brought pursuant to C.C.P. Sections

425.16; 1021.5 and applicable California case law.

Dated: March 11, 1997

                            Respectfully submitted,

HAGENBAUGH & MURPHY



By______________________________

   ROBERT F. DONOHUE

   Attorneys for Defendant,

   LARRY WOLLERSHEIM

INTRODUCTION:

     On February 1, 1996 the Court of Appeals affirmed this

Court's dismissal of the complaint and awarded fees pursuant to a

special motion to strike brought by defendant, Larry Wollersheim,

under Code of Civil Procedure Section 425.16 and awarded

Wollersheim fees on appeal.  On June 3, 1994 and November 8,

1996, this Court ordered two judgments for those attorneys' fees

against plaintiff Church of Scientology of California.  By way of

this motion, defendant is requesting the award of additional

attorneys' fees for the preparation and the filing of defendant's

motion to amend the two separate judgments.

DEFENDANT IS ENTITLED TO RECOVER FEES FOR THE MOTION

TO AMEND THE TWO JUDGMENTS ENTERED BY THIS COURT:

     The Court in Serrano v. Unruh ("Serrano IV") (1982) 32

Cal.3d 621, has stated that a party is entitled to compensation

for all hours reasonably expended on a fee application.  In that

regard, the Court held:

      "We conclude that, absent circumstances rendering an award

     unjust, the fees should ordinarily include compensation for

     all hours reasonably spent including those relating solely

     to the fee."

     32 Cal.3d at 634. (See also Downey Cares v. Downey Community

     Development Commission (1987) 196 Cal.App.3d 983, 997.)

     The purpose of this motion is only to obtain an order from

this Court that defendant is entitled to reasonable attorneys'

fees for the preparation and attendance of defendant's motion to

amend the judgments.  With that order in hand, if the parties are

not able to informally resolve the amount of costs and fees due,

defendant will bring a subsequent noticed motion to establish the

amount.

     Defendant does not intend to restate or argue the merits of

the pending motion to amend in these papers.  Suffice it to say

that defendant's motion to amend is the only equitable avenue

available to satisfy the two outstanding judgments given the fact

that although plaintiff Church of Scientology of California filed

the lawsuit against Wollersheim, it was in effect, nothing more

than a straw corporation or "corporate shell" being run and

directed by its alter egos, Church of Scientology International

(CSI) and Religious Technology Center (RTC).  In fact, CSI and

RTC have been using CSC as a "judgment proof" battering ram to go

after many individuals under its "Fair Game" policy.  The facts

submitted in support of defendant's motion to amend

overwhelmingly support the proposition that all of the assets and

finances of Church of Scientology of California were transferred

out of that corporation and into other various Scientology

organizations, including but not limited to, CSI and RTC.  As

noted above, the California Supreme and Appellate Courts provide

abundant authority for an award of attorneys' fees to amend the

two outstanding judgments to include alter egos, CSI and RTC as

judgment debtors.

CONCLUSION:

     For all of the foregoing reasons, defendant hereby

respectfully requests from this Court an order adjudicating that

defendant is entitled to attorneys' fees for the preparation and

attendance of the hearing of defendant's motion to amend the

judgments obtained against plaintiff Church of Scientology of

California.  Defendant hereby only seeks an order from this Court

that defendant Wollersheim is entitled to reasonable attorneys'

fees with the understanding that if the parties are not able to

informally resolve the amount of costs and fees due, defendant

will bring a noticed motion to establish same.

Dated: March 11, 1997

                            Respectfully submitted,

HAGENBAUGH & MURPHY



By______________________________

   ROBERT F. DONOHUE

   Attorneys for Defendant,

   LARRY WOLLERSHEIM
Daniel A. Leipold, Esq., State Bar No. 77159

Robert F. Donohue, Esq., State Bar No. 110505

Cathy L. Shipe, Esq., State Bar No. 156453

HAGENBAUGH & MURPHY

Suite 8200

701 South Parker Street

Orange, CA 92668

Telephone: (714) 835-5406
Mark Goldowitz, Esq.

1611 Telegraph Ave., Suite 1200

Oakland, CA 94612

(510) 835-0850

Attorneys for Defendant,

LARRY WOLLERSHEIM



            SUPERIOR COURT OF THE STATE OF CALIFORNIA
                      COUNTY OF LOS ANGELES



CHURCH OF SCIENTOLOGY OF

CALIFORNIA,
          Plaintiff,
     v.
LARRY WOLLERSHEIM,
          Defendant.
______________________________ )

 )

 )

 )

 )

 )

 )

 )

 )

 )

 )

_)No. BC074815

DECLARATION OF ROBERT F.

DONOHUE IN SUPPORT OF

DEFENDANT LARRY

WOLLERSHEIM'S MOTION TO

AMEND JUDGMENTS

___________________________
Date:

Time:

Dept:

     I, ROBERT F. DONOHUE, DECLARE:

     1.   I am an attorney at law duly licensed to practice

before this Court and am a member of the law firm of Hagenbaugh &

Murphy, attorneys of record for defendant, LARRY WOLLERSHEIM.

The foregoing is of my own personal knowledge or based upon a

review of depositions, pleadings and various records submitted by

the Scientologists in this matter and other litigation and as to

those matters, I believe them to be true and correct.  If

required, declarant could and would competently testify thereto.

     2.   Attached hereto are a total of six pages prepared by

declarant reflecting the basic hierarchy chart of the Scientology

organizations, as well as a brief outline of the five

"Wollersheim" case histories.  The first page represents the

Scientology hierarchy as it relates to Church of Scientology

International (CSI).  Although not all encompassing, it entails

all the primary organizations connected to CSI as well as

numerous officers, directors and trustees, per the tax records

submitted by CSI in 1993 to the IRS in a bid for tax exempt

status.  For the Court's convenience, page one also contains a

definition list of many Scientology organization acronyms

obtained from the tax records and from the published decision

Church of Spiritual Technology vs. United States Claims Court

(1992) 26 Cl.Ct. 713.

     3.   The second page represents the basic hierarchy of the

Religious Technology Center (RTC) and its relationship to the

Inspector General Network (IGN).  Also on the second page is the

connection between Author's Services, Inc. (ASI) and the Author's

Family Trust.  These flow charts also identify numerous officers,

directors and trustees as provided by CSI to the IRS in 1993.

     4.   The third page represents the list submitted by CSI to

the IRS in 1993 reflecting the "highest ranking officers" of the

Sea Organization of Scientology.

     5.   Declarant also included wherever applicable in

parentheses, a six digit number which reflects the actual Bate

Stamp page number of the document submitted by CSI to the IRS in

1993.  The Bate Stamps are those of CSI when produced through

discovery by CSI in another Scientology lawsuit.  The foundation

for the tax records can be found in the accompanying Declaration

of Graham Berry to plaintiff's motion to amend judgments.

     6.   Pages four through six reflect a brief review of the

five Wollersheim cases, including pertinent dates, attorneys of

record and case disposition.

     7.   Attached as Exhibit "A" to defendant's evidence packet

is a true and correct copy of the deposition of CSC President

Neil Levin taken in Wollersheim v. CSC (Wollersheim I) on

5-31-95.

     I declare under penalty of perjury that the foregoing is

true and correct.

     Executed this _____ day of April, 1997 at Orange,

California.

                              __________________________________

                              ROBERT F. DONOHUE, Declarant

                 WOLLERSHEIM LITIGATION HISTORY

A.   WOLLERSHEIM I:

     Wollersheim vs. CSC (1989) 212 Cal.App.3d 872:

     1.   Complaint filed 7-28-80.

     2.   Attorney Earle Cooley represented CSC.

     3.   Trial started 2-18-86.

     4.   On July 22, 1996, a jury awarded 30 million dollars in

favor of Wollersheim (later reduced to 2.5 million dollars).

     5.   CSC's Petition for Writ of Cert denied by U.S. Supreme

Court 3-7-94.

B.   WOLLERSHEIM II:

     RTC and CSI vs. Wollersheim

     (Ninth Circuit 1992) 971 Fed.2d. 364:

     1.   Complaint filed 11-4-85 against Wollersheim, his

attorneys and trial experts (in Wollersheim I) alleging RICO

action and copyright infringement claim.  Consolidated with the

District Court action RTC, et al. vs. Robin Scott, et al., Civil

Action 85-711 MRP.

     2.   Attorney Earle Cooley, Joseph Yanny and John Peterson

representing the plaintiffs.

     3.   RTC and CSI claimed as an element of damages in their

RICO statement the cost of defending the Wollersheim I action and

admit that CSI and RTC were real parties in interest to the

Wollersheim I action.  (See defendant's Exhibit "U", RICO

statement of RTC and CSI signed by attorney Kendrick Moxon.)

     4.   RTC filed petition to the Ninth Circuit to disqualify

entire Central District.  (The Ninth Circuit struck the petition.

See CSC vs. Wollersheim (1996) 42 Cal.App.4th 628, 636.)

     5.   The District Court dismissed Wollersheim, his attorneys

and experts (stating the suit bordered on the frivolous and

malicious), the order of which was affirmed by Ninth Circuit.

(See RTC vs. Wollersheim 971 F.2d 364, 365 (9th Cir. 1992).)  The

case continued as to the other defendants.

     6.   On 4-11-96 the Ninth Circuit issued an unpublished

memorandum upholding the Honorable James M. Ideman's order of

judgment and imposition of 2.9 million dollars attorneys fees

against RTC affirming that RTC had filed its complaint in bad

faith to harass the defendants.  (See defendant's Exhibit "Y",

memorandum of Ninth Circuit Court of Appeals No. 94-55781, pages

5-7 and page 12.)

C.   WOLLERSHEIM III:

     CSC, et al. vs. Superior Court, et al., U.S.D.C. CV86-1362:

     1.   The complaint filed by CSC and six individually named

"reverends" of Scientology alleged violation of the plaintiffs'

civil rights to practice religion against the trial judge in

Wollersheim I, Ronald Swearinger, and the Honorable Alfred

Margolis (who had made previous pretrial rulings in the case), as

well as the entire Los Angeles Superior Court.

     2.   The action was dismissed by the Court in November,

1986.

     3.   Attorney Earle Cooley and John Petersen represented

CSC; attorney Timothy Bowles represented all but one of the

"reverends" of Scientology.

D.   WOLLERSHEIM IV:

     CSC vs. Larry Wollersheim (1996) 42 Cal.App.4th 628:

     1.   The complaint filed on February 16, 1993 was one to set

aside the Wollersheim I judgment and for other equitable relief.

     2.   The action was filed by Kendrick Moxon of the law firm

of Bowles of Moxon.

     3.   The complaint contained allegations that trial judge

Swearinger was prejudiced and acted with malice against CSC.

     4.   The complaint was dismissed pursuant to the defendant's

CCP Section 425.16 (SLAPP) Motion.

     5.   The trial court awarded defendant attorneys' fees and

costs in the amount of $132,676.57.

     6.   The Court of Appeal affirmed and also awarded defendant

attorneys' fees on the appeal.

     7.   The trial court awarded d