EXHIBIT 99.32




From: John Houston
Pope


Sent: Tuesday, April 28, 2009
9:52 PM


To:
kathleen@delaneylaw.net


Subject: Fw: Please Forward to
Mr. Klinger's Counsel




Please
see below.




John Houston Pope | Bio


(212)
351-4641 (direct) | (212) 878-8741 (fax)


JHPope@ebglaw.com


EPSTEINBECKERGREEN


250 Park
Avenue | New York, NY 10177


(212)
351-4500 (main) | www.ebglaw.comThink
Green.Please consider
the environment before you print this message. Thank you.







From: Behrent, Matt


To: John Houston Pope


Sent: Tue Apr 28 21:13:28
2009


Subject: Please Forward to Mr.
Klinger's Counsel




April 28,
2009




John,




Please
forward this message to Mr. Klinger's Counsel.




Matthew
Behrent




-------------------------------------------




April 28,
2009




Kathleen
A. DeLaney


DeLaney
& DeLaney LLC


3646 N.
Washington Blvd.


Indianapolis,
IN 46205


Tel:
317-920-0400 Main


Tel:
317-920-0500 Direct


Fax:
317-920-0404


kathleen@delaneylaw.net


www.delaneylaw.net




Kathleen,




Given
that a significant portion of Michael W. Klinger's ("Mr. Klinger") claims for
compensation relate to entitled vacation days that Mr. Klinger claims not to
have utilized, Plaintiffs commenced on April 24, 2009 a comprehensive review of
the vacation days actually taken by Mr. Klinger, versus those he self-reportedto the
Plaintiffs (for tracking purposes). As you may know, your client was in the
position of self-reporting his vacation andworking in a location that
was remote from his direct superiors. Based on our preliminary analysis of
computer records of Mr. Klinger’s use of his security card to enter the Fishers’
facility, a review of Mr. Klinger’s own notes on his Microsoft Outlook calendar,
and emails listing planned and actual vacations, we note the following
preliminary conclusions based only on a review of days in the second half of
2008:









1. For
allof 2008, Mr. Klinger specifically reported two vacation days (August 8 and
11, 2008) and three “Personal Time Days” (May 9, 22 and 23 , 2008). Mr. Klinger
separately noted in an email to Ann Gaffney, requesting the number of vacation
days taken in 2008, that he had taken “5 days” in 2008, but he has not provided
specifically on what days those additional 3 days of vacations were taken
(assuming the "5 days" was not meant to include the three "Personal Time Days").
We have assumed for this analysis, to provide the
benefit of the doubt to Mr. Klinger, that all of those 5 days of vacation
were taken in the second half 0f 2008, the period we have analyzed so
far.






2. In the
second half of 2008, Plaintiffs have identified 12 days where Mr. Klinger marked
entire days in his Outlook Calendar as “Vacation” (or in December 2008, were
within a period his calendar indicated he had travelled to Florida) andwhere computer records
indicate Mr. Klinger’s security card was not used to access the Fishers’
facility at any point during those days. (See Exhibit A) Based on this analysis, Mr. Klinger
appears to have failed to properly self-report 7 days of vacation (12 identified
days less the assumption that all 5 vacation days self-reported in 2008 occurred
in the second half of 2008) during this six month period, or said differently,
Mr. Klinger appears to have self-reported only 42% of his actual vacation days
taken during this period.






3. In the
second half of 2008, Plaintiffs have identified an additional 6 days (June 6 and
June 9-13, 2008) that Mr. Klinger identified as a planned vacation in a May 21,
2008 email. Mr. Klinger also listed 5 of those days as “Summer Camp” in his
Outlook Calendar (June 9-13, 2008). Further, in a June 6, 2008 email, Mr.
Klinger stated “I’m off on vacation thru next week.” (See Exhibit B). Based on this analysis, and together
with the vacation days Mr. Klinger appears to have failed to self-report in
paragraph 2, above, Mr. Klinger appears to have failed to properly
self-report a total
of 13 days of vacation
during this six month period (18 identified days less the assumption that all 5
vacation days
self-reported in 2008 occurred in the second half of 2008) during this six month
period, or said differently, Mr. Klinger appears to have self-reported only 28%
of his actual vacation days taken during this period.






4. In the
second half of 2008, Plaintiffs have identified an additional 18 days where
computer records indicate Mr. Klinger’s security card was not used to access the
Fishers’ facility at any point during the day andwhere Mr. Klinger’s
absence was not explained by business travel or holidays or included in
Paragraphs 2 or 3 above. (See Exhibit C) Unlike the
analysis in Paragraphs 2 and 3, we note that for these days there is currently
no further corroborating evidence in addition to the lack of security card
"swipes."






We are
expanding this review (in particular, seeking corroboration for the days with no
"swipes" listed in Paragraph 4) to include an analysis of Mr. Klinger’s office
and cell phone records, and all of his Microsoft Office E-mails, and extending
the analysis into all periods of Mr. Klinger’s employment, including by subpoena
to Universal Music Group. We will also pursue discovery of related personal
records of Mr. Klinger to further corroborate that analysis.






We note
that we reserve all legal rights, including those we may have to dispute both
the actual vacation days taken by Mr. Klinger, his legal entitlement to the
payment of any accrued vacation as a result of Plaintiffs’ justifiable
termination of Mr. Klinger’s employment with Cause, and whether Mr. Klinger’s
failure to properly record his vacations may also constitute acts of dishonesty
or fraud resulting in personal enrichment that could constitute further grounds
for termination of Mr. Klinger’s employment with Cause.






I
encourage your client to resubmit his correct vacation day usage with suitable
backup, at a minimum for his employment since May 31, 2005. Alternatively, if
you or your client have any other proposal for a potential resolution of the
disparities between Mr. Klinger’s self-reported vacation days and his actual
vacation days, I encourage you to let us know.




Regards,




Matthew
Behrent




__________________________________________






Matthew
K. Behrent


EVP,
Corporate Development, Legal Counsel


EDCI
Holdings, Inc.


1755
Broadway, 4th Fl.


New York,
NY 10019