In this Dec. 26, 1996 complaint, Reebok International claims Tristar Pictures broke a product placement deal to promote the athletic shoe manufacturer's products in the film, "Jerry Maguire." An uplifting Reebok commercial was supposed to be part of the film's ending, the suit maintains. The filmmakers included a disparaging reference to Reebok.

O'DONNELL, REEVES & SHAEFFER, LLP PIERCE O'DONNELL, STATE BAR NO.
081298 ANN MARIE MORTIMER, STATE BAR NO. 169077 TIMOTHY J. TOOHEY,
STATE BAR NO. 140117 LISA B. BRANT, STATE BAR NO. 174202 633 West
Fifth Street, Suite 1700 Los Angeles, California 90071-2007 (213)
532-2000

Attorneys for Plaintiff,

REEBOK INTERNATIONAL LTD.


REEBOK INTERNATIONAL LTD., a Massachusetts Corporation,

Plaintiff,

v.

TRISTAR PICTURES, INC., a Delaware Corporation; and DOES ONE through
FIFTY inclusive,

Defendants.

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN
DIVISION


CASE NO. 96-8982 SVW

COMPLAINT FOR:

(1) BREACH OF CONTRACT; (2) BREACH OF THE COVENANT OF GOOD FAITH AND
FAIR DEALING; (3) INTENTIONAL MISREPRESENTATION; (4) BREACH OF
PROMISE; (5) FRAUDULENT CONCEALMENT; (6) NEGLIGENT MISREPRESENTATION;
(7) TRADEMARK INFRINGEMENT; (8) UNFAIR COMPETITION (LANHAM ACT); (9)
TRADE DISPARAGEMENT (LANHAM ACT); (10) UNFAIR COMPETITION (CALIFORNIA
BUSINESS AND PROFESSIONS CODE Sec. 17200 et seq.); (11) UNJUST
ENRICHMENT/RESTITUTION; (12) UNFAIR COMPETITION

DEMAND FOR JURY TRIAL

Plaintiff REEBOK INTERNATIONAL LTD., by its undersigned attorneys,
complains against defendants as follows:


INTRODUCTION

1. This lawsuit is about shattered promises and broken rules. It is
the true story of a game not played fairly. On Planet Reebok the rules
are simple: play with passion, play with integrity and win with honor.
When plaintiff Reebok International Ltd. ("Reebok") partnered with
TriStar Pictures, Inc. ("TriStar") to launch the new Tom Cruise hit
movie "Jerry Maguire," both parties agreed to play by the rules -- and
Reebok did.

2. The game plan was straightforward. In exchange for Reebok's
agreement to mastermind and execute a massive promotional campaign,
TriStar promised specific in-film associations with the Reebok name
and Reebok products. The cornerstone of the linkage between Reebok and
the film -- the high-note on which "Jerry Maguire" was to end -- was
to be a Reebok commercial featuring the film's football hero, Rod
Tidwell. Reebok lived up to its end of the bargain and played its
best, using every creative, financial and human asset at its disposal
to help ensure that "Jerry Maguire" would be a runaway box office
success. Reebok's commitment paid off: "Jerry Maguire" set the record
for the biggest December opening of a live action non-sequel, grossing
$17.5 million in its first weekend. TriStar, however, did not live up
to its end of the bargain, but instead abruptly changed the rules of
the game and simply walked away from its promises as the game was
about to end.

3. When Reebok promised TriStar that it would make "Jerry Maguire" its
entertainment priority for 1996, the film became Reebok's passion.
Reebok used that passion to help make the film's success a reality.
Reebok made every effort to meet each request made by its partner and
teammate TriStar. When TriStar insisted "show us the money," Reebok
did -- with promotional, product and dollar commitments alone in
excess of $1.5 million. When TriStar clamored "show us the love,"
Reebok's embrace was generous and warm. At no time did Reebok place
its own marketing objectives above the collective goal to make "Jerry
Maguire" the best picture possible.

4. Yet TriStar did not play by the rules. On the eve of the film's
release, TriStar -- without notice or consultation -- cut the Reebok
commercial from the movie. The deletion of the Reebok commercial was a
flagrant breach of the partners contract expressly requiring the
Reebok commercial as a condition of Reebok's agreement to associate
use of its valuable trademarks and products in the movie.

5. Reebok has shown TriStar the money. Reebok has shown TriStar the
love. Now it is Reebok's turn to say "show us the commercial."


THE PARTIES

6. Reebok International Ltd. ("Reebok") is a company organized under
the laws of, and registered to do business in, the Commonwealth of
Massachusetts, having its principal place of business in Stoughton,
Massachusetts. A global sports and fitness company with a heritage
dating back to 1895, Reebok is a major designer and manufacturer of
athletic products and services, including athletic footwear, apparel
and equipment.

7. Plaintiff is informed and believes, and on that basis alleges, that
Defendant TriStar Pictures, Inc. ("TriStar") is a company organized
under the laws of, and registered to do business in, the State of
Delaware, having its principal place of business in Culver City,
California. A subsidiary of Sony Pictures Entertainment ("Sony
Pictures"), TriStar is in the business of developing, producing and
distributing major motion picture projects.

8. Plaintiff does not know the true names and capacities of those
defendants sued herein as DOES 1 through 50, inclusive, and therefore
sues these defendants by such fictitious names. Plaintiff will amend
this complaint to allege their true names and capacities when
ascertained. Plaintiff is informed and believes, and on that basis
alleges, that each of the defendants sued herein as DOES 1 through 50,
inclusive, are in some manner legally responsible for the wrongful
acts set forth herein.

9. Plaintiff is informed and believes, and on that basis alleges, that
each of the defendants was empowered to act as the agent, servant,
and/or employee of each of the other defendants, and that all of the
acts alleged herein to have been done by each defendant were
authorized, approved, and/or ratified by each of the other defendants.


JURISDICTION

10. This complaint alleges federal claims arising under the Federal
Trademark Act of 1946 (as amended) (known as the Lanham Act)15 U.S.C.
Sec. 1101 et seq. This Court has subject matter jurisdiction over
these federal question claims pursuant to 28 U.S.C. Sec. 1331. This
complaint also alleges violations of California statutory and common
law. This Court has jurisdiction over these pendent claims pursuant to
28 U.S.C. Sec. 1367(a). This Court also has jurisdiction over this
action pursuant to 28 U.S.C. Sec. 1332, because Reebok and TriStar are
citizens of, incorporated in, an have their principal places of
business in the Commonwealth of Massachusetts and the State of
Delaware, respectively, and the amount in controversy is in excess of
$50,000.


VENUE

11. Venue for this action properly lies in this District pursuant to
28 U.S.C. Secs. 1391 (a) and (b), because it is a judicial District
where all or a substantial part of the claims alleged herein arose and
TriStar is subject to personal jurisdiction in this District.


GENERAL ALLEGATIONS

Jerry Maguire's Mission Statement Is A Message Straight From Planet
Reebok.

12. "Jerry Maguire" is the story of a man with a mission -- despite
himself. In a rare moment of self discovery, Maguire (played by Tom
Cruise), a fast-talking, thirty-something sports agent in Los Angeles,
realizes that, somewhere along the climb to the top of his
professional ladder, he has become less of a person. It is a
condition, he believes, plaguing his industry. Anxious to share his
diagnosis and propose a cure, Maguire impulsively pens a "Mission
Statement" to his colleagues, urging a return to the passion which
once inspired all of them to choose their calling as sports agents. As
part of his effort to reclaim his lost values, Maguire resolves to
"choose to be passionate again" by returning to his "original
inspiration" which he declares "is at the heart of every success."

13. Maguire attempts to foment a revolution in his cynical company by
proclaiming that their business "is not just about basketball shoes,
or official licensed merchandise," but about "personal relationships
with their clients." When Maguire is abruptly fired for issuing the
Mission Statement, he is left to complete the journey back to himself
with the help of two key characters -- his soon-to-be wife Dorothy,
who helps transform Maguire with her love, and Rod Tidwell (played by
Cuba Gooding, Jr.), an underappreciated wide receiver for the NFL
Arizona Cardinals, who, like Maguire, is at the low ebb of his career
and has lost his passion for the game.

14. When Reebok first read the "Jerry Maguire" script in December
1995, it was like a page from Reebok's own corporate charter. Built on
integrity and innovation, Reebok's stated purpose is "to ignite a
passion for winning, to do the extraordinary, and to capture the
consumer's heart and mind." A nineties parable of personal redemption,
the "Jerry Maguire" script heavily mirrored Reebok's own philosophy
that the basic passion for winning creates the possibility to win. A
major theme of "Jerry Maguire" that also attracted Reebok to the
project is the revival of Maguire's passion for his career through his
faith in and support of Tidwell and the simultaneous revival of
Tidwell's career through his association with Maguire and his
rediscovery of the passion which motivated him to take up the sport in
the first place.

15. The cinematic transformation of Tidwell from second-tier player to
first-tier football great is the story of passion, integrity and team
commitment sparking an unstoppable desire to win, and, finally,
creating the opportunity to win. In his journey from average to
extraordinary, Tidwell learns to shed his selfish refrains, "Show me
love" and "Show me the money" by looking inside himself to find the
passion for the game itself. By finding himself, Tidwell plays the
game of his career and his team triumphs.

16. Reebok summed up the obvious synergy and natural fit between the
film "Jerry Maguire" and the Reebok philosophy in an early letter to
Bruce Pustin, one of the film's co-producers, dated January 3, 1996.
Reebok noted that it actively pursued associations with persons of
"aspirational qualities" who "like Tidwell, don't play with their
heads with an eye towards the money . . . they play with their hearts
because they want, and need, to win."

17. In the draft script initially read by Reebok, Tidwell makes
certain negative comments about Reebok. For example, the script
included a scene where Tidwell complains that he wasn't "getting no
love from Reebok" and where he "boils down" his Reebok story to "Fuck
Reebok. All they do is ignore me.... Always have!"

18. Notwithstanding these negative references to Reebok, the script
which Reebok reviewed contained a commercial rolling with the end
credits (the "Tidwell Commercial"), which provides redemption for both
Reebok and Tidwell In this version, the commercial concludes with the
following words: "Rod Tidwell/We ignored him for years./We were
wrong./We're sorry./Reebok."


The Tidwell Commercial Induces Reebok To Sign

19. Reebok's entertainment division had only one New Year's resolution
for 1996: to forge a "promotional partnership" with TriStar which
would not only enhance TriStar's objectives for "Jerry Maguire," but
would provide the type of product placement Reebok felt would showcase
the unique and compelling aspects of the Reebok philosophy. For
decades, the Reebok reputation has been carefully crafted by diverse
persons sharing the common goal of creating excellent products with
exceptional performance standards. Because the people at Reebok
zealously strive to ensure that this reputation is not compromised,
they think long and hard before embarking on any type of partnership.
This is especially true when the Reebok name and products will be
prominently associated with a celebrity or another product like a
movie or television show.

20. The incorporation of products into motion pictures, known as
product placement, has been an integral part of movie-making ever
since the lovable extra-terrestrial in "E.T." first ate Reese's
Pieces, catapulting the popularity and sales of this little-known
confection. At its best, product placement offers a unique form of
publicity -- unmatched by traditional commercials -- that allows
manufacturers to link favorably their products with the magic of the
silver screen and its glittering stars. Because Reebok conscientiously
controls the quality and type of exposure given its product, Reebok
has never pursued product placement for the sake of publicity alone
and traditionally has avoided large-scale product placements deals.

21. While Reebok was cautious in its product placement commitments,
when Reebok did commit, it did so fully. The Reebok Charter sums up
the nature of the commitment that Reebok made when it agreed to
partner with TriStar on "Jerry Maguire": "Reebok is a true partner
with its customers and is relentlessly committed to their success."

22. Having read the script of "Jerry Maguire" with great enthusiasm,
Reebok told TriStar that it was extremely interested in having its
name and products, including athletic footwear and apparel,
prominently featured in "Jerry Maguire." In early 1996, TriStar and
Reebok entered into negotiations with a series of meetings, telephone
calls, and exchanges of correspondence that chronicle the details of
the promises made as part of the promotional partnership between
Reebok and TriStar. In addition, actual performance by the parties
confirms the terms of their deal.

23. Reebok made its first written proposal in January 1996. On or
about January 3, 1996, Reebok wrote Bruce Pustin, one of the "Jerry
Maguire" co-producers, that it felt there was "a significant synergy
between your film and our brand" and that Reebok was "most eager to
create a placement and promotional program with you which would
enhance your objectives." Reebok also emphasized that it would
cooperate fully with the studio and the producers of "Jerry Maguire"
and "that working with Reebok is a true partnership and not simply a
product placement program."

24. In its January 3, 1996, letter, Reebok proposed providing products
for the film, including unbranded and competitively branded National
Football League ("NFL") apparel, and crew jackets made by Reebok, as
well as entering into a "promotional partnership" which would entail
promotion of "Jerry Maguire" in retail stores, on Reebok's popular
World Wide Web and America Online sites, on television and radio, and
in a national print campaign, including Sports Illustrated and USA
Today, and in other ways.

25. In mid-January 1996, representatives of Reebok and TriStar,
including the producers of "Jerry Maguire," met to discuss the product
placement and promotional program. At that meeting, and on numerous
subsequent occasions, representatives of Reebok and TriStar, as well
as the produces of "Jerry Maguire," confirmed their agreement that the
Tidwell Commercial was essential to both their deal and the picture
and thus would definitively be incorporated into "Jerry Maguire."

26. On or about January 17, 1996, Reebok provided TriStar with an
outline of its proposal for product placement and promotional
activities, including Reebok products to be supplied for the film,
promotion through in-store product displays at retail outlets, and
media advertisements. Consistent with previous discussions and
representations, Reebok's proposal understandably assumed that the
Tidwell Commercial would be included in "Jerry Maguire." For example,
in its January 17, 1996, letter, Reebok proposed that a Reebok jacket
be placed on Tidwell "as the apparel product highlighted in the
commercial, worn by [Tidwell] in the filmed commercial" at the end of
"Jerry Maguire."

27. In early February 1996, Reebok provided further details to TriStar
regarding product placement in and promotion of "Jerry Maguire." At
this time, Reebok also informed TriStar that the "Jerry Maguire"
project would be "Reebok Entertainment's top priority this year." In a
February 2, 1996, letter to Marc Perman of ICM/Sports Marketing, the
agent and/or representative of TriStar for "Jerry Maguire," Reebok
confirmed the agreement that the Tidwell Commercial would be included
in "Jerry Maguire" by proposing the "[u]se of the in-film commercial
or a derivative of it including 'behind the scenes' footage and clips
provided us by the studio" and the placement of the Reebok jacket on
Tidwell in the Tidwell Commercial.

28. In late February 1996, TriStar agreed to provide Reebok with
prominent product placement for its products in "Jerry Maguire,"
including the Tidwell Commercial. This agreement is evidenced in
numerous communications between the parties, including meetings,
telephone conversations, and correspondence. For example, in late
February 1996, Reebok provided TriStar and the producers of "Jerry
Maguire" with changes to the "shooting script" for the movie,
including replacement of references in the script of "Nike" to
"Reebok." In a February 24, 1996, letter, Reebok detailed certain of
these changes and noted that "[i]t just doesn't make sense that Reebok
would invest hundreds of thousands of dollars [in Jerry Maguire] for
Tidwell to get up from the field, sharing his 'personal catharsis with
two billion people' and say 'Nike'." In a February 25, 1996, letter,
Reebok also indicated that its products, wherever possible, should be
used exclusively in "Jerry Maguire" and that it wanted the parties to
be on the "same page" on this issue "so there are no surprises come
November." Unfortunately for Reebok, such prudent precautions did not
prevent a shocking November "surprise."

29. By April 1996, Reebok and TriStar had reached agreement on all the
material points regarding their relationship, including the details of
placement of Reebok's products in "Jerry Maguire" and the fundamental
scope (as well as many of the details) relating to the promotional
activities which Reebok would undertake for the motion picture. The
materials terms of the parties' agreement are embodied in an April 8,
1996, letter agreement from Reebok to TriStar, as modified by TriStar
on or about April 25, 1996, a true and correct copy of which is
attached hereto as Exhibit A ("The Letter Agreement") and incorporated
herein by this reference.

30. The Letter Agreement indicates that Reebok and TriStar had reached
agreement as to the material terms of the product placement and
promotional agreements regarding "Jerry Maguire." In particular,
Reebok and TriStar agreed that Reebok would grant TriStar the right to
use its trademarks in "Jerry Maguire" and would provide TriStar with
numerous valuable Reebok products, including products to be used by
the principal performers in the motion picture. Although the parties
differed as to certain details regarding the commercials to be
included in the movie, including the amount of the funding to be
provided by Reebok, TriStar and Reebok continued to agree (as they had
consistently done throughout their course of dealing to that point)
that the Tidwell Commercial would be "incorporated" into "Jerry
Maguire" and that Tidwell would wear a Reebok jacket in the Tidwell
Commercial -- two commitments by TriStar that were highly material to
Reebok's decision to make a product placement deal for "Jerry
Maguire." (Since all disputed details were ultimately resolved,
TriStar's breach could not be linked to any purported disagreement
between the parties.)

31. In the Letter Agreement, TriStar agreed that its use of Reebok's
products in "Jerry Maguire" was subject to Reebok's approval, and that
if "the script is revised in a manner that alters, changes, or
modifies the use of the [Reebok] Product and/or Media, TriStar shall
submit such revision to Reebok for approval not to be unreasonably
withheld materially and Reebok acknowledges the approval of same as
set forth in the script dated 2/1/96." TriStar also agreed that it
would "not portray REEBOK or the Product in a violent or negative
manner, but in a manner consistent with the goodwill and name that the
Product enjoys in the marketplace unless TriStar shall first obtain
the written approval of Reebok. Reebok acknowledges it has reviewed
and approved the script dated 211196, and no such violent or negative
portrayal exists therein. Specifically, the line 'F--- Reebok' is
approved." Such approval was granted solely because the Tidwell
Commercial was in the script.


Reebok: The True Partner

32. Reebok and TriStar manifested their consent to the material terms
of the Letter Agreement by their course of dealings from April 1996,
through November 27, 1996. As agreed with TriStar, Reebok provided, at
its own expense, products for inclusion in "Jerry Maguire," including
athletic footwear and apparel, to be displayed prominently at many
points in the movie, as well as Reebok products to be worn by the
"Jerry Maguire" production crew, athletes for cameos in the movie, a
professional football trainer for Gooding and other cast members, film
clips of Reebok advertisements, athletic equipment, banners, and other
Reebok products and creative materials.

33. At no time after April 1996, and before November 27, 1996, did any
representative of TriStar or Sony Pictures ever inform Reebok that
there had been any material modifications to the "Jerry Maguire"
script relating to Reebok products placed in the motion picture or
that the Tidwell Commercial would not be incorporated, as previously
agreed, into the picture.

34. Consistent with its goal of being a "true partner with its
customer," Reebok in its words and actions endeavored in all ways to
be the partner to TriStar that it had promised to be. From April 1996,
until the present time, Reebok has expended in excess of $1.5 million
in providing Reebok products for use in "Jerry Maguire," producing the
Tidwell and Cushlash commercials and in planning and executing an
extensive campaign to promote awareness for the motion picture and to
capitalize on Reebok's contractually-guaranteed strategic product
placement in the film.

35. On numerous occasions after April 1996, Reebok specifically
informed TriStar that it was incorporating the jacket worn in the
Tidwell Commercial into "Jerry Maguire" promotions by Reebok and
retailers of Reebok products. For example, in an August 6, 1996,
letter from Reebok to Diane Salerno of Sony Pictures (copied to
representatives of TriStar and the producers of Jerry Maguire), Reebok
stated that it was undertaking an in-store promotion at "Champs"
featuring the "jacket (Arizona Cardinals) that will be featured at the
end of the film on the Tidwell character in the Reebok spot" which
would "bear NFL and Reebok marks and a hang tag to feature 'As seen in
the film 'Jerry Maguire.''"

36. On numerous occasions from April 1996, to the present, Reebok also
informed TriStar that based on the positive placement of its products
and the Tidwell Commercial in "Jerry Maguire," it was expending
considerable funds on a media campaign, including cable television,
the Internet, radio and print components, and a sweepstakes for
consumers visiting Champs stores or the Reebok site on the World Wide
Web. The television and radio advertisements, which were centered
around the Tidwell character, invited listeners to "Catch Rod Tidwell
in TriStar Pictures' 'Jerry Maguire' at theaters everywhere and get
Reebok\NFL Proline Windshirts like the one in the movie at Champs
Sports Stores."

37. At no point in time before November 27, 1996, did any
representative of TriStar, Sony Pictures or anyone ever inform any
Reebok representative in any communications that the picture would not
include the Tidwell Commercial, that the only references to Reebok in
the motion picture would portray Reebok in an extremely negative
light, or that TriStar reserved the right to arbitrarily delete the
Tidwell Commercial.

38. From its early promises in January to the waning days of its
collaboration nearly a year later, Reebok honored its commitments to
TriStar -- a Herculean task at times made even more impossible by
TriStar's chronic failure to live up to its end of the bargain.

39. Reebok delivered on all its promises to TriStar under their
agreement. Particularly, at great expense, Reebok provided the high
quality, original Tidwell Commercial (shot on film, not video) which
was timely delivered to the film's producers for inclusion at the end
of "Jerry Maguire" as required by the parties' contract. The producers
and director of "Jerry Maguire" raved about the quality of the Tidwell
Commercial and accepted it for inclusion in the movie. Reebok also
provided other assistance for the film, including a professional
football trainer, cameos of athletes, crew jackets, film clips,
banners, athletic equipment and other Reebok products and creative
materials.

40. So impressive and obvious was Reebok's commitment to the film that
Gracie Films, the production company for "Jerry Maguire," frequently
commented on Reebok's diligence, hard work and willingness to
accommodate every possible request made by the film's producers,
calling Reebok the "best partner."

41. In TriStar, Reebok had hoped to find a partner -- like the "Jerry
Maguire" project itself -- worthy of Reebok's involvement and
sponsorship. Sadly, despite all of Reebok's earnest, good faith
efforts to remain a flexible team player and preserve the partnership,
TriStar proved an unworthy partner.


TriStar's Betrayal

42. Despite the fact that Reebok fully performed all of its
obligations under its product placement and promotional deal, TriStar
refused to play by the rules. Unbeknownst to Reebok, TriStar reserved
for itself the unfettered discretion to change "Jerry Maguire" at the
last possible moment by omitting the Tidwell Commercial from the
movie. In addition, unbeknownst to Reebok, TriStar also reserved to
itself the option of changing the rules of the game by omitting other
favorable references to Reebok in the movie, including the depiction
of the Tidwell character in a Reebok jacket.

43. Although Reebok and TriStar continued to negotiate certain
non-material terms regarding Reebok's promotional proposals for the
motion picture (such as payments to third parties) after April 1996,
TriStar never informed Reebok that it wished to change the material
terms of the product placement and promotional deal. Indeed, until it
reneged on its agreement with Reebok, TriStar consistently represented
that the Tidwell Commercial would be included in "Jerry Maguire."

44. For example, in a September 17, 1996, letter to Reebok, Cassandra
Barbour of TriStar stated that she understood that Reebok was
"actively working with Cameron Crowe [the director of "Jerry Maguire"]
to shoot the 'Tidwell' and 'Cushlash' commercials in the coming days."
(In addition to the Tidwell Commercial, TriStar requested that Reebok
produce and pay for a second commercial, known as the Cushlash
Commercial. Reebok did in fact produce, and make requested
modifications to, the Cushlash Commercial only to be informed on the
morning of November 27. 1996, that only the Tidwell Commercial would
be included in the movie.)

45. In an October 11, 1996, letter to TriStar, Reebok stated, without
any objection from TriStar, that the "[i]nclusion of the Tidwell spot
in the film is the cornerstone commitment from TriStar which supports
our investment in this film" and that "[i]n reliance on that
commitment we have already invested over a quarter of a million
dollars in your production and committed substantially more than that
amount in additional expenditures for the promotion and commercials."
(Emphasis added.)

46. On and after November 7, 1996, Reebok shot the Tidwell Commercial
and the Cushlash Commercial in Los Angeles, with the active creative
involvement of the film's director and the approval of TriStar. During
and after the shooting of the Tidwell Commercial, the "Jerry Maguire"
producers suggested and approved changes to the Tidwell Commercial.
After the commercial was shot, Cameron Crowe, the "Jerry Maguire"
writer/director, expressed enthusiastic approval for the Tidwell
Commercial. His associate producer Mike Mendel told Reebok that Crowe
might even consider moving the commercial from the credits to the body
of the film and requested an expedited rough cut which Reebok provided
within three days of shooting the commercial. At no point in time
prior to November 27, 1996, did any representative of TriStar or
anyone connected with "Jerry Maguire" tell Reebok that the Tidwell
Commercial would not be incorporated into the motion picture.

47. Late in the afternoon on November 27, 1996, (the day before
Thanksgiving and less than ten days before the film's world premiere),
Reebok was told by the producers of "Jerry Maguire" that the Tidwell
Commercial would not be included because it "no longer fit creatively
in the film." Prior to that time, Reebok had never been informed that
TriStar or any other third party reserved the unfettered and arbitrary
discretion not to include the Tidwell Commercial in "Jerry Maguire."
Reebok had many times informed TriStar that it had premised its
expenditure of over $1.5 million in product placements and promotional
activities for "Jerry Maguire" on Tristar's contractual obligation to
include the Tidwell Commercial in the motion picture and that the
commercial was necessary to complete the circle of previous references
by Tidwell to Reebok in the film. Nevertheless, despite repeated
requests that TriStar cure its flagrant breach of contract and
immediately restore the Tidwell Commercial to the film, TriStar
arbitrarily and wrongfully refused -- and continues to refuse -- to
include the Tidwell Commercial in "Jerry Maguire."

48. Without the inclusion of the Tidwell Commercial in the film, the
references to Reebok in "Jerry Maguire" are highly derogatory and
negative. Reebok is associated in the released version of "Jerry
Maguire" only with Tidwell as a disgruntled, negative-thinking
character who lacks passion for football and is therefore not
successful. Indeed, Reebok is singled out by Tidwell for vituperative
abuse for having failed to ask him to participate in a Reebok
commercial and for giving Tidwell "no love." Tidwell's association
with Reebok in "Jerry Maguire" is entirely pejorative. The essence of
Tidwell's views on Reebok are summed up in his quintessentially
disparaging and vulgar remark -- "Fuck Reebok!" The earlier negative
references to Reebok are further bolstered by the later "Kammell
Chevrolet" scene, where Tidwell refuses to mount a camel because "We
ain't ever gonna bring Reebok to their knees doing some regional camel
ad." And without the Tidwell Commercial at the end of the film, the
viewer is left with the impression that Reebok has continued -- and
will continue -- to ignore Tidwell, despite his remarkable personal
and professional triumph in "Jerry Maguire."


Tidwell's Redemption Commercial: The "Cornerstone" of the Deal

49. From the moment TriStar and Reebok began negotiations, it was
understood that the essence of the placement and promotional deal --
the very "cornerstone" -- was the Tidwell Commercial -- the final
scene in which Tidwell stars in a Reebok commercial, revealing that he
has finally earned his dream endorsement deal with Reebok.

50. Integrating the Reebok and "Jerry Maguire" themes of integrity and
passion, the Tidwell Commercial is a quintessentially cutting edge
Reebok advertisement -- sexy, funny and clever. The commercial begins
with a black screen with the type-written words: "My First Commercial
by Rod Tidwell." Tidwell then appears clad in the Reebok/NFL
Windshirt, looking confident and at ease. With urban hip-hop playing
in the background, Tidwell professes with authority: "There are things
I will not do." After a pause, Tidwell lists the things he will not do
even though he is now a big time football star. "Try to be a movie
star" (A scene of Tidwell parodying an action hero); "Believe my own
hype" (Tidwell in tattoo parlor turning to reveal tattoo on the side
of his head which reads, "IN ROD WE TRUST"); "Try to sell you
something I would never buy" (An infomercial parody showing Tidwell
with a full afro endorsing a product called "Rod's Hair Today"); "Try
to be a singer" (Tidwell dressed in dark sunglasses and leather
rapping and gyrating). The scene returns to Tidwell who, in response
to the parody sequence, points his finger at the camera and cries,
"No, no, no!" The music stops and a swell of soft fanciful music
begins to play as Tidwell says with sincerity, "But there is one thing
I know how to do. . ." The music stops and clips from "Jerry Maguire"
of spectacular football plays made by Tidwell are shown on a
television screen. Fanciful music begins again and Tidwell says,
"Survive!" The hip-hop music resumes and the following messages appear
on the blank screen in succession: "Rod Tidwell/We didn't notice you
for four seasons/We're sorry." The camera cuts to a close up of
Tidwell who wears a smirk which conveys total satisfaction. Finally,
Tidwell is seen sitting on a television that is playing football
excerpts from "Jerry Maguire." He is laughing at his own antics and
walks away swaggering and laughing as the distinctive Reebok "vector"
logo appears at the top of the screen. Providing both Tidwell and
Reebok with their redemption, this commercial was supposed to run at
the very end of the movie while the credits were rolling.

51. The Tidwell Commercial was always an integral part of "Jerry
Maguire" as reflected in the February 1, 1996, script approved by
Reebok. TriStar considered the Tidwell Commercial an essential element
of both the movie and any placement deal. Before it would even
consider negotiating with Reebok, TriStar informed Reebok that it
would have to commit to paying for and producing the Tidwell
Commercial. If Reebok was not willing to put up that money, they would
not get the deal -- TriStar would go to Nike or some other sports
shoe/apparel manufacturer. Stressing its importance to the film,
TriStar even insisted that Reebok not put a monetary cap on production
costs for the Tidwell Commercial cost and demanded numerous changes in
an effort to perfect this novel movie ending.

52. Reebok was willing to oblige TriStar because, as it reiterated in
its October 11, 1996, letter to TriStar, the "Tidwell spot in the film
is the cornerstone commitment from TriStar which supports our
investment in this film." Reebok sought not just to be associated with
"Jerry Maguire," but specifically wanted to be positively linked with
the Tidwell character through Tidwell's ultimate attainment of the
Reebok endorsement. Without the Tidwell Commercial, Reebok's only
association with the Tidwell character in the film is the disparaging
comments regarding Reebok's lack of interest in him. In fact, with the
spectacular Tidwell Commercial left on the cutting room floor, the
only memorable scene in "Jerry Maguire" relating to Reebok is when
Tidwell angrily declares, "Fuck Reebok! All they do is ignore me,
always have."

53. Both parties knew that this derogatory statement created a
negative association with Reebok. In its initial meeting with the
film's writer and director Cameron Crowe, Reebok agreed to allow this
line because the story arc would end on a high-note for Reebok -- with
the Tidwell Reebok commercial as the classic pay-off. Furthermore,
correspondence reveals that Reebok was careful to keep its products
separate from Tidwell until the final scene, insisting that Tidwell's
shoes be "spatted" [i.e., the Reebok logo covered with spats] during
the football game scenes because Reebok believed "it would be a
negative portrayal of our product if our product was used on the
character as the footwear before he received his 'dream endorsement'."
Obviously, Reebok would never have agreed to allow the Tidwell
character to disparage Reebok had TriStar expressed any hesitation in
including the Tidwell Commercial as the final scene of "Jerry
Maguire."

54. Not only was the Tidwell Commercial the sole basis for Reebok's
willingness to associate its favorable name, products and trademarks
with a Hollywood movie, and to invest significant money and resources
into "Jerry Maguire," the Tidwell Commercial became the foundation for
a multi-million dollar promotional package. At the center of this
promotion (for which Reebok had enlisted one of its largest retailer
affiliates, the Woolworth Corporation via Champs), was a Reebok/NFL
pullover jacket that Tidwell wears in the final Reebok commercial.
With the active creative involvement and approval of TriStar, Reebok
produced and ran television and radio advertisements, which were
centered around the Tidwell character, inviting listeners to "Catch
Rod Tidwell in TriStar Pictures' 'Jerry Maguire' at theaters
everywhere and get Reebok/NFL Proline Windshirts like the one in the
movie at Champs Sports Stores." Again, if Reebok had known that the
Tidwell Commercial might not be included, it would never have invested
in a promotion of this sort.

55. TriStar was well aware that the Tidwell Commercial was the deal
maker for Reebok, and that Reebok relied on TriStar's repeated
representations that it was committed to incorporating the Tidwell
Commercial into "Jerry Maguire." Indeed, at no time prior to its
outrageous decision not to include the commercial did anyone ever
represent that TriStar believed that it had the unconditional right to
renege on its contractual obligation for any reason, including a
"creative" whim. Reebok was especially vulnerable if TriStar did not
live up to its obligations. By the time TriStar pulled the plug on the
Tidwell Commercial, it was too late for Reebok to cancel or modify its
promotional activities for "Jerry Maguire," which TriStar knew had
been in stores as of November 15, 1996.


FIRST CLAIM FOR RELIEF (Breach of Contract)

56. Reebok realleges and incorporates by reference each of the
allegations of Paragraphs 1 through 55 as if fully set forth herein.

57. As noted above, in early 1996, TriStar and Reebok entered into the
Letter Agreement whereby Reebok granted to TriStar the right to place
and depict Reebok products in "Jerry Maguire" and to make use of
Reebok's name, trademarks, logos and goodwill in the motion picture,
and Reebok agreed to provide a multi-million dollar promotional
campaign for the motion picture and to provide Reebok products,
apparel, equipment, crew jackets and other materials and assistance
for the picture (the "Product Placement/Promotional Agreement"). A
material part of the Product Placement/Promotional Agreement was
TriStar's explicit, unequivocal agreement to include the Tidwell
Commercial and to depict the Tidwell character wearing a Reebok jacket
in "Jerry Maguire."

58. Plaintiff Reebok has performed fully all conditions, covenants and
obligations imposed upon it under the terms of the Product
Placement/Promotional Agreement, except as Reebok may have been
prevented or excused from doing so by TriStar's actions and conduct.

59. By reason of the conduct described above, TriStar has materially
breached the Product Placement Agreement/Promotional Agreement in
numerous respects. Such conduct includes, but is not limited to, the
following:


(a) not including the Tidwell Commercial in the theatrical release
version of "Jerry Maguire";

(b) portraying Reebok and Reebok products in "Jerry Maguire" in a
negative, vulgar, and disparaging light;

(c) not including any positive references to Reebok and Reebok
products in "Jerry Maguire";

(d) associating the Tidwell character in "Jerry Maguire" only with
negative references to Reebok and to Reebok products;

(e) not providing Reebok with materials necessary for its promotional
campaign for the motion picture; and

(f) not placing a Reebok jacket on the Tidwell character in the movie.


60. As a direct and proximate result of TriStar's material breaches of
the Product Placement/Promotional Agreement, Reebok has suffered
damages in an amount to be proven at trial, but which is in excess of
the jurisdictional minimum of this Court and no less than $10 million.


SECOND CLAIM FOR RELIEF (Breach of the Covenant of Good Faith and Fair
Dealing)

61. Reebok realleges and incorporates by reference each of the
allegations of paragraphs 1 through 60 above as if fully set forth
herein.

62. The law implies into every contract a covenant of good faith and
fair dealing that neither party will act to impair the rights of the
other party to receive the benefits of the agreement. By entering into
the Product Placement/Promotional Agreement, TriStar impliedly
covenanted to deal fairly and in good faith with Reebok, and agreed
that TriStar would not take any action to deprive Reebok of the
benefits of the agreement.

63. Reebok has performed fully all conditions, covenants and
obligations imposed upon them under the terms of the Product
Placement/Promotional Agreement, except to the extent excused
therefrom by TriStar or TriStar's breach.

64. After Reebok invested over $1.5 million in providing Reebok
products for use in "Jerry Maguire," producing the Tidwell and
Cushlash commercials and undertaking an extensive promotional campaign
for the motion picture, had cooperated fully and in good faith with
TriStar, and had expended an enormous amount of time and effort on the
project, TriStar breached the covenant of good faith and fair dealing
in the Product Placement/Promotional Agreement by omitting the Tidwell
Commercial from "Jerry Maguire," by failing to portray the Tidwell
character in a Reebok jacket, by omitting favorable references to
Reebok and Reebok products in the motion picture, and by including
only highly negative and disparaging references to Reebok and Reebok
products in the theatrical release version of"Jerry Maguire."

65. As a direct and proximate result of TriStar's wrongful conduct,
Reebok has suffered damages in an amount to be proven at trial, but
which is in excess of the jurisdictional minimum of this Court and no
less than $10 million.


THIRD CLAIM FOR RELIEF (Fraud and Deceit-- Intentional
Misrepresentation)

66. Reebok repeats and realleges each of the allegations set forth in
Paragraphs I through 65 above as if fully set forth herein.

67. TriStar's representations regarding its intent to include the
Tidwell Commercial in "Jerry Maguire" and to depict Tidwell wearing a
Reebok jacket were intentionally false. Reebok is informed and
believes, and based thereon alleges, that Reebok made the foregoing
representations before it had consulted with the film's producers and
director, that at the time TriStar made the foregoing representations
it knew they were false, and that TriStar made them with the intention
of inducing Reebok to place its name, products, logos, trademarks and
devices in "Jerry Maguire," to render other assistance in making the
motion picture, and to undertake a multi-million dollar marketing and
publicity campaign on behalf of the motion picture. Reebok is informed
and believes, and based thereon alleges, that TriStar never intended
to include the Tidwell Commercial and to depict Tidwell wearing a
Reebok jacket in "Jerry Maguire." Reebok is also informed and
believes, and based thereon alleges, that TriStar never disclosed to
Reebok that TriStar and/or any other third party reserved the
unfettered discretion to arbitrarily remove the Tidwell Commercial
from "Jerry Maguire."

68. Reebok was ignorant of the falsity of TriStar's representations
and believed them to be true. In justifiable reliance on these
representations, Reebok was Induced to and did enter into the Product
Placement/Promotional Agreement, permitted TriStar to feature Reebok's
products, name, trademarks and logos -in "Jerry Maguire," and
undertook a multi-million dollar promotional campaign for the motion
picture. Had Reebok known that TriStar never intended to include the
Tidwell Commercial in "Jerry Maguire," that TriStar never intended to
depict Tidwell wearing a Reebok jacket, and that TriStar and/or any
other third party reserved the unfettered discretion to arbitrarily
remove the Tidwell Commercial from "Jerry Maguire," Reebok would never
have entered into the Product Placement/Promotional Agreement and
would not have authorized the use of its name, products, trademarks,
devices and logos in "Jerry Maguire."

69. As a direct and proximate result of TriStar's wrongful conduct,
Reebok has suffered damages in an amount to be proven at trial, but
which is in excess of the jurisdictional minimum of this Court, and no
less than $10 million.

70. In doing the things alleged, TriStar has acted with oppression,
fraud and malice, and in conscious disregard of Reebok's rights,
entitling Reebok to an award of punitive or exemplary damages in an
amount to be proven at trial.


FOURTH CLAIM FOR RELIEF (Fraud and Deceit - Breach of Promise)

71. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 70 above as if fully set forth herein.

72. Reebok is informed and believes, and based thereon alleges, that
at the time it made the foregoing promises, TriStar had no intention
of performing them, and that TriStar made such promises with the
intent to induce Reebok to enter into the Product
Placement/Promotional Agreement to place Reebok's products, name,
trademarks, devices and logos in "Jerry Maguire" and to undertake a
multi-million dollar promotional campaign for the motion picture.

73. At the time the promises were made, Reebok was ignorant of
TriStar's secret intention not to perform, and Reebok, in the exercise
of reasonable diligence, could not have discovered TriStar's secret
intention.

74. In reliance on TriStar's promises, Reebok entered into the Product
Placement/Promotional Agreement and permitted TriStar to use Reebok's
products, name and logos in "Jerry Maguire." If Reebok had known of
TriStar's true intention, Reebok would never have entered into the
Product Placement/Promotional Agreement, would never have allowed
TriStar to utilize Reebok's products, name, trademarks, devices, and
logos in "Jerry Maguire" and would never have undertaken a
multi-million dollar promotional campaign for the motion picture.

75. TriStar failed to keep its promises by refusing to include the
Tidwell Commercial and to depict the Tidwell character wearing a
Reebok jacket in "Jerry Maguire."

76. As a direct and proximate result of TriStar's wrongful conduct,
Reebok has suffered damages in an amount to be proven at trial, but
which is in excess of the jurisdictional minimum of this Court and no
less than $10 million.

77. In doing the things alleged, TriStar has acted with oppression,
fraud, and malice, and in conscious disregard of Reebok's rights,
entitling Reebok to an award of punitive or exemplary damages in an
amount to be proven at trial.


FIFTH CLAIM FOR RELIEF (Fraud and Deceit - Fraudulent Concealment)

78. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 77 above as if fully set forth herein.

79. TriStar failed to disclose to Reebok material facts regarding the
Product Placement/Promotional Agreement, including that TriStar and/or
some other third party reserved the unfettered discretion not to
include the Tidwell Commercial and not to depict the Tidwell character
wearing a Reebok jacket in "Jerry Maguire."

80. TriStar was under a duty to disclose the foregoing facts to Reebok
because (1) TriStar made representations regarding the depiction of
Reebok's products, name, trademarks, devices and logos in "Jerry
Maguire," but failed to disclose facts which materially qualified the
facts disclosed; (2) the facts regarding the decision to include the
Tidwell Commercial and to depict the Tidwell character wearing a
Reebok jacket were known only to TriStar and were not known or
reasonably discoverable by Reebok; and (3) TriStar actively concealed
discovery by Reebok of the true facts, until it revealed such facts
after the Tidwell Commercial was shot by Reebok and twelve days after
the promotion was launched in stores, on the eve of the release of
"Jerry Maguire."

81. TriStar intentionally concealed or suppressed the true facts
regarding TriStar and/or some other third party's reservation of
unfettered discretion not to include the Tidwell Commercial and not to
depict the Tidwell character wearing a Reebok jacket in "Jerry
Maguire" in order to defraud Reebok by inducing it to place its
products, name, trademarks, devices and logos in "Jerry Maguire," to
provide other assistance for the filming of the movie, and to
undertake a multi- million dollar promotional campaign for the motion
picture.

82. Reebok was unaware that TriStar and/or some other third party
reserved the unfettered discretion not to include the Tidwell
Commercial in "Jerry Maguire" and not to depict the Tidwell character
with a Reebok jacket and would never have entered into the Product
Placement/Promotional Agreement if it had known of the facts concealed
and suppressed by TriStar.

83. As a direct and proximate result of TriStar's wrongful conduct,
Reebok has suffered damages in an amount to be proven at trial, but
which is in excess of the jurisdictional minimum of this Court and no
less than $10 million.

84. In doing the things alleged, TriStar has acted with oppression,
fraud, and malice, and in conscious disregard of Reebok's rights,
entitling Reebok to an award of punitive or exemplary damages in an
amount to be proven at trial.


SIXTH CLAIM FOR RELIEF (Negligent Misrepresentation)

85. Reebok repeats and realleges each of the allegations set forth in
Paragraphs I through 84 above as if fully set forth herein.

86. When TriStar made the foregoing false representations and promises
to Reebok about its intention to include the Tidwell Commercial in
"Jerry Maguire" and to depict the Tidwell character wearing a Reebok
jacket, TriStar had no reasonable ground for believing them to be
true. Reebok is informed and believes, and based thereon alleges, that
TriStar committed to include the Tidwell Commercial in "Jerry Maguire"
before consulting with the producers and the talent for the motion
picture.

87. TriStar made these representations and promises with the intention
of inducing Reebok to rely on them, and to permit TriStar to utilize
Reebok's products, name, trademarks, devices and logos in "Jerry
Maguire" and to induce Reebok to undertake a multi-million dollar
promotional campaign for the motion picture.

As a direct and proximate result of TriStar's wrongful conduct, Reebok
has suffered damages in an amount to be proven at trial, but which is
in excess of the jurisdictional minimum of this Court and no less than
$10 million


SEVENTH CLAIM FOR RELIEF (Trademark Infringement)

89. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 88 above as if fully set forth herein.

90. In connection with its business as a major designer and
manufacturer of sports equipment, athletic footwear and apparel
throughout the world, Reebok is the owner of certain trademarks, logos
and devices, including, without limitation, the name and trademark
"Reebok" and the distinctive "vector" logo utilized on its products,
including athletic footwear and apparel. Associated with such name,
trademarks and logos are business goodwill, cachet and reputation
which are highly valuable to Reebok.

91. The trademarks, logos and other devices owned by Reebok are
registered under the Lanham Act with the United States Patent and
Trademark Office and protected by the Lanham Act (15 U.S.C. Sec. 1051
et seq.).

92. During the extensive course of dealing by and between Reebok and
TriStar in 1995, and 1996, TriStar was given actual notice of the
registration by Reebok of its name, trademarks, devices and logos
under the Federal Trademark Act.

93. Reebok is informed and believes and on that basis alleges that
TriStar has denied and continues to deny the existence of and its
obligations under any written or oral contract or agreement between
Reebok and TriStar licensing TriStar to use Reebok's products, name,
trademarks, devices and logos in "Jerry Maguire," including, without
limitation, the Product Placement/Promotional Agreement.

94. Because TriStar has denied and continues to deny the existence of
an agreement with Reebok, TriStar's use of Reebok's products, name,
trademarks, devices and logos in "Jerry Maguire" is an infringement of
Reebok's rights to its name, trademarks, devices and logos under the
Lanham Act.

95. Because of TriStar's continued infringement of Reebok's name,
trademarks, devices and logos through the theatrical showing of "Jerry
Maguire," Reebok has suffered and will continue to suffer damages,
including lost profits, in an amount to be determined at trial, but
believed to be in excess of $10 million.

96. Because Reebok's remedies at law are inadequate to redress
TriStar's deliberate infringement of Reebok's name, trademarks,
devices and logos, Reebok is entitled to an injunction forbidding the
use by TriStar of Reebok's name, products, trademarks, devices, logos,
and name in "Jerry Maguire," unless and until the Tidwell commercial
is included in the film.


EIGHTH CLAIM FOR RELIEF (Unfair Competition) (Lanham Act Section
43(a)(1)(A) (15 U.S.C. Sec. 1125(a)(1)(A)))

97. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 96 above as if fully set forth herein.

98. In connection with its business as a major designer and
manufacturer of sports equipment, athletic footwear and apparel
throughout the world, Reebok is the owner of certain trademarks, name,
logos and devices, including, without limitation, the name and
trademark "Reebok" and the distinctive "vector" logo utilized on its
products, including athletic footwear and apparel. Associated with
such name, trademarks, devices and logos are business goodwill, cachet
and reputation which are highly valuable to Reebok.

99. The trademarks, logos and other devices owned by Reebok are
registered under the Lanham Act with the United States Patent and
Trademark Office.

100. In early 1996, Reebok granted TriStar permission to use its
products, name, trademarks, devices, logos in "Jerry Maguire," under
certain circumstances and pursuant to certain conditions, as
previously alleged.

101. In the theatrical release version of the motion picture, TriStar
has utilized Reebok's products, name, trademarks, devices, and logos
in "Jerry Maguire" in a confusing, deceptive, negative and disparaging
manner. TriStar's use of Reebok's products, name, trademarks, logos,
and devices in "Jerry Maguire," without inclusion of the Tidwell
Commercial, implies that Reebok has approved TriStar's use of Reebok's
products, name, trademarks, logos and devices in the unappealing
manner portrayed in the motion picture.

102. TriStar's use of Reebok's products, name, trademarks, logos or
devices in the manner portrayed in "Jerry Maguire," which does not
include the Tidwell Commercial, is likely to cause confusion and
mistake as to Reebok's affiliation, connection, or association with
the motion picture and as to the origin, sponsorship or approval by
Reebok of the use of Reebok products, name. trademarks, logos and
devices in "Jerry Maguire."

103. As a direct and proximate result of TriStar's wrongful conduct,
in violation of Section 43(a)(1)(A) of the Lanham Act (15 U.S.C. Sec.
1 125(a)(1)(A)), Reebok has suffered damages in an amount to be proven
at trial, but which is in excess of the jurisdictional minimum of this
Court and no less than $10 million.

104. The egregious circumstances and flagrant misuse by TriStar of
Reebok's products, name, devices or a combination thereof in "Jerry
Maguire" renders this an exceptional case which entitles Reebok to
attorney's fees under Section 35(a) of the Lanham Act (15 U.S.C. Sec.
1117(a)).


NINTH CLAIM FOR RELIEF (Trade Disparagement) (Lanham Act Section
43(a)(1)(B) (15 U.S.C. Sec. 1125(a)(1)(B))

105. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 104 above as if fully set forth herein.

106. TriStar's placement of Reebok's products, name, logos, trademarks
or devices in "Jerry Maguire" constitutes commercial advertising or
promotion pursuant to Section 43(a)(1)(B) of the Lanham Act (15 U.S.C.
Sec. 1125(a)(1)(B)).

107. By not including the Tidwell Commercial and other positive
references to Reebok's products, name, logos, trademarks and devices
in "Jerry Maguire," and by including only negative and disparaging
references to Reebok's products, name, logos, trademarks and devices
in the motion picture, TriStar misrepresented the nature,
characteristics, or qualities of Reebok's name, products, trademarks,
devices and logos.

108. As a direct and proximate result of TriStar's wrongful conduct,
Reebok has suffered damages in an amount to be proven at trial, but
which is in excess of the jurisdictional minimum of this Court and no
less than $10 million.

109. The egregious circumstances and flagrant misrepresentation by
TriStar of the nature, characteristics and qualities of Reebok's
products, name, trademarks, devices and logos in "Jerry Maguire"
renders this an exceptional case which entitles Reebok to attorney's
fees under Section 35(a) of the Lanham Act (15 U.S.C. Sec. 1117(a)).


TENTH CLAIM FOR RELIEF (Unfair Competition) (California Business and
Professions Code Sec. 17200 et seq.)

110. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 109 above as if fully set forth herein.

111. Plaintiff Reebok brings this Tenth Claim For Relief for Unfair
Competition pursuant to Section 17200 et seq of the California
Business and Professions Code.

112. By reason of the conduct described above, TriStar has engaged in
unlawful, unfair and/or fraudulent ongoing business practices. This
conduct includes, but is not limited to, the following:


(a) not including the Tidwell Commercial in the theatrical release
version of "Jerry Maguire";

(b) portraying Reebok and Reebok products in "Jerry Maguire" in a
negative and disparaging light;

(c) not including any positive references to Reebok and Reebok
products in "Jerry Maguire";

(d) associating the Tidwell character in "Jerry Maguire" only with
negative references to Reebok and to Reebok products;

(e) not providing Reebok with materials necessary for its promotional
campaign for the motion picture;

(f) not placing a Reebok jacket on the Tidwell character in the movie;
and

(g) approving promotional advertisements involving the Reebok jacket,
without being fully committed to incorporating the Tidwell Commercial
into the film.


113. TriStar's primary business involves the production and
distribution of theatrical motion pictures, and the Product
Placement/Promotional Agreement was made and entered into in the
course of TriStar's business.

114. As a direct and proximate result of TriStar's unfair competition,
including. but not limited to, the arbitrary decision not to include
the Tidwell Commercial in "Jerry Maguire," the failure to depict the
Tidwell character in a Reebok jacket, and the misuse and disparagement
of Reebok's products, name, trademarks, devices and logos in the
motion picture, TriStar has unlawfully acquired, and continues to
acquire on an ongoing basis, an unfair competitive advantage and to
engage in wrongful business conduct to its monetary advantage.

115. The illegal conduct and unfair business practices herein alleged
are continuing, and injunctive relief pursuant to California Business
and Professions Code Section 17203 is necessary to prevent and
restrain further violations by TriStar.


ELEVENTH CLAIM FOR RELIEF (Unjust Enrichment/Restitution)

116. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 115 above as if fully set forth herein.

117. By failing to include the Tidwell Commercial in "Jerry Maguire"
and by failing to depict the Tidwell character in a Reebok jacket,
TriStar has deprived Reebok of compensation for the benefits which
TriStar received from use of Reebok's products, name, trademarks,
devices and logos in "Jerry Maguire," the benefits to TriStar of the
promotional and publicity campaign undertaken by Reebok for the motion
picture, as well as the use of the Tidwell and Cushlash Commercials.

118. By reason of the conduct described above, including the inclusion
in "Jerry Maguire" of Reebok's products, name, trademarks, devices and
logos and by Reebok's undertaking of a multi-million dollar
promotional and publicity campaign for the motion picture, TriStar has
been unjustly enriched in an amount to be proven at trial, but which
is in excess of the jurisdictional minimum of the court and no less
than $10 million.


TWELFTH CLAIM FOR RELIEF (Unfair Competition)

119. Reebok repeats and realleges each of the allegations set forth in
Paragraphs 1 through 118 above as if fully set forth herein.

120. TriStar has engaged in unfair competition by misappropriating to
itself the goodwill, cachet and business reputation of Reebok's
product, name, trademarks, devices and logos. Further, TriStar has
also engaged in unfair competition by passing off Reebok's products,
name, trademarks, devices and logos, as depicted in "Jerry Maguire"
without the Tidwell Commercial, as if they were endorsed and sponsored
by Reebok in the manner depicted in the motion picture.

121. TriStar's acts have caused Reebok to suffer, and to continue to
suffer. economic losses in an amount to be proved at trial and
irreparable injury to its goodwill, reputation, profits and business
opportunities. Accordingly, in addition to damages for its actual
losses, Reebok is entitled to injunctive relief in accordance with the
principles of equity.

122. TriStar's actions were done to take unfair advantage of Reebok
and in reckless disregard of Reebok's rights. TriStar's acts were
malicious, oppressive, and fraudulent. Plaintiff requests that
punitive or exemplary damages be awarded in an amount sufficient to
deter TriStar from repeating this egregious conduct in the future.


PRAYER FOR RELIEF

WHEREFORE, Reebok prays for judgment against TriStar as follows:

ON THE FIRST CLAIM FOR RELIEF

1. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million, together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater;

ON THE SECOND CLAIM FOR RELIEF

2. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million, together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater;

ON THE THIRD CLAIM FOR RELIEF

3. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater, and for punitive or exemplary damages;

ON THE FOURTH CLAIM FOR RELIEF

4. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million, together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater, and for punitive or exemplary damages;

ON THE FIFTH CLAIM FOR RELIEF

5. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million, together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater, and for punitive or exemplary damages;

ON THE SIXTH CLAIM FOR RELIEF

6. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million, together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater;

ON THE SEVENTH CLAIM FOR RELIEF

7. For damages allowed under the Lanham Act according to proof but no
less than $10 million, including but not limited to attorneys' fees
and costs of this suit, and for an injunction forbidding the use by
TriStar of Reebok's name, products, trademarks, devices and logos in
"Jerry Maguire;"

ON THE EIGHTH CLAIM FOR RELIEF

8. For damages allowed under the Lanham Act according to proof, but no
less than $10 million, including but not limited to attorneys' fees
and costs of this suit; ON THE NINTH CLAIM FOR RELIEF

9. For damages allowed under the Lanham Act according to proof, but no
less than $10 million including but not limited to attorneys' fees and
costs of this suit;

ON THE TENTH CLAIM FOR RELIEF

10. For an injunction preventing TriStar from engaging in illegal and
unfair business practices through the use in "Jerry Maguire" of
Reebok's name, products, trademarks, devices and logos;

ON THE ELEVENTH CLAIM FOR RELIEF

11. For restitution for the value of the products provided to TriStar
by Reebok and the cost of the promotional activities undertaken by
Reebok for "Jerry Maguire" in an amount which is at least $10 million;

ON THE TWELFTH CLAIM FOR RELIEF

12. For compensatory damages against TriStar in an amount to be
established at trial, but no less than $10 million, together with
interest thereon at the prevailing rate or the legal rate, whichever
is greater, for punitive or exemplary damages, and for an injunction
preventing TriStar from continuing to engage in unfair competition;

ON EACH CLAIM FOR RELIEF

13. For attorneys' fees and costs of suit as provided by statute; and

14. For such other and further relief as the Court deems just,
equitable, and proper.


DATED: December 23, 1996

O'DONNELL, REEVES & SHAEFFER, LLP

By /s/ PIERCE O'DONNELL Attorneys for Plaintiff REEBOK INTERNATIONAL
LTD.


DEMAND FOR JURY TRIAL

Reebok hereby requests a trial by jury.

DATED: December 23, 1996

O'DONNELL, REEVES & SHAEFFER, LLP

By /s/ PIERCE O'DONNELL Attorneys for Plaintiff REEBOK INTERNATIONAL
LTD.