EXHIBIT
99.34   EDCI HOLDINGS, INC.
 Matthew K. Behrent
 EVP
Corporate Development & Legal Counsel
 May 5,
2009
   By
Electronic Mail
  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
  Re: EDCI Holdings, Inc.,
Entertainment Distribution Company, LLC, Entertainment Distribution Company
(USA) LLC (together, the “Plaintiffs”) v. Michael Klinger
  Kathleen,
  In light
of the discrepancies Plaintiffs identified to you in their correspondence of
April 28, 2009 (the "First Klinger Vacation Discrepancy Analysis") between the
vacation days actually taken by Mr. Klinger, versus those he self-reported to
(for tracking purposes), Plaintiffs once again write to encourage your client to
resubmit his correct vacation day usage with suitable backup, at a minimum for
his employment since May 31, 2005.
  If you
are concerned about any prejudice to your client's future litigation position
from discussing this issue, Plaintiffs are amenable to treating such
communications as settlement communications (under Rule 408 of the Federal and
Indiana rules of evidence) and would agree to treat the discussions as
confidential.  Our concern is to see if the parties can reach an
agreement on the amount of unused vacation compensation, if any, due to Mr.
Klinger.
  Plaintiffs
continue to assert Mr. Klinger has no legal entitlement to the payment of any
accrued vacation as a result of Plaintiffs’ justifiable termination of Mr.
Klinger’s employment with Cause.  However, to the extent you intend to
argue your client is entitled to accrued vacation, we note that due to the
significant discrepancies and the continued silence by you and your client,
Plaintiffs are simply left with no way to evaluate whether your client has in
fact accrued any vacation, regardless of his right to be compensated for
it.  Following extensive communications with regulators, it is clear
to Plaintiffs that their only recourse is to continue to request corrected
vacation information from your client.  Regardless, we are confident
any Court would place great weight on all of Plaintiffs’ good faith efforts to
analyze, discuss and potentially resolve this matter, especially in light of the
ample evidence we have provided, and the fact that Mr. Klinger - unlike
an average employee - was a highly-compensation, “C” level executive who
self-reported his vacation.
  Please
also let your client know that on Monday, May 5, 2009, a check in the amount of
$9,407.20 was mailed to him as a reimbursement for the combined expenses report
you forwarded to Mr. Pope on April 27, 2009.  The reimbursed amount
differs slightly from the total
  EDCI
Holdings, Inc. – 1755 Broadway, 4th
Floor – New York, NY 10019 – 212.331.2762
  
  Ms.
Kathleen A. Delaney
 May 5,
2009
 Page 2 of
3
  amount
submitted by Mr. Klinger for reimbursement of $9,598.88 (a difference of
$191.68).  The difference relates primarily  to one item
which Mr. Klinger submitted for reimbursement when in fact the amount was
charged to a corporate card that was directly paid by
Plaintiffs.  This amount was for $201.68 and the receipt that Mr.
Klinger submitted was dated January 22, 2009.  It was part of an
expense report dated March 30, 2009. The remaining $10 difference was due to an
error made by Mr. Klinger when completing one of his expense reports - he
brought forward a cab fare expense of $64 whereas the detail support equaled
$74.  If Mr. Klinger disagrees with these exceptions, please let us
know.
  Plaintiffs
are also providing you with copies of additional emails of Mr. Klinger that
further corroborate that Mr. Klinger appears to have failed to properly report
his actual vacation day usage. As in the First Klinger Vacation Discrepancy
Analysis, these emails relate only to vacations that appear improperly reported
in the second half of 2008.
  1. Exhibit A. In an email dated
June 2, 2008 at 11:08AM, Mr. Friedman informs Mr. Klinger that "I'm using your
office today".  Mr. Klinger responds by email that
 same day
at 11:20AM, "Enjoy It."  Later that day, at 4:00PM, Mr. Klinger
replies to a request for assistance from a colleague by noting "I'll be back in
the office
 Tue
AM.  Is that soon enough?" June 2, 2008 was listed as a scheduled
vacation - "Off Monday June 2 - my annual physical and tests" - in the email
from Mike
 Klinger dated May
21, 2008 that was included in Exhibit B of the First Klinger Vacation
Discrepancy Analysis (the "Klinger Planned Vacation Email"). June 2, 2008
 was not listed as a
corroborated day in the First Klinger Vacation Discrepancy Analysis, and is thus
an additional day of vacation that Mr. Klinger appears to
 have failed to
properly self report.
  2.  Exhibit B. In an email dated
Friday, June 6, 2008 - that is a follow up to the prior email chain included in
Exhibit B to the First Klinger Vacation Discrepancy
 Analysis,
where Mr. Klinger stated "I'm off on vacation thru next week", Mr. Klinger
clarifies that he is not only on vacation through the following week, but
"will
 be
camping with the Boy Scouts out in
the wilderness until next Sunday, so probably will be out of pocket until
then." (Emphasis added) This email thus
provides
 further corroboration to the 6 day vacation from June 6, 2008 to June 13, 2008
identified in the First Klinger Vacation Discrepancy Analysis, in addition to
the
 explicit listing of 5 of those days as "Summer Camp" in Mr. Klinger Microsoft
Outlook Calendar and the listing of all 6 of those days as a scheduled
 vacation
- "Off for BSA Summer Camp (6/6 - 6/13)" - in the "Klinger Planned Vacation
Email.
  3.  Exhibit C. In an email dated
July 3, 2008 from Mr. Klinger to Sherry Neaver, Mr. Klinger notes "Elaine and I
are taking off next week (actually starting this afternoon)
 with the hopes of getting things done around the house".  In an email
dated July 7, 2008, at 8:44AM to Tom Costabile, Mr. Klinger notes “I am out in
the pasture
 doing things you can't even imagine.” In an email dated July 7, 2008, at 11:55AM
to Elaine Breen, Mr. Klinger notes "Sam just got up.  I'm on the way
to take
 a shower."  Later in the day, at 12:14PM, Mr. Klinger responds to the
question "What are your immediate plans?" from Elaine Breen by replying "Heading
to
 Frys
and eating." These emails thus
provide even further corroboration to Mr. Klinger's 5 day vacation from July 7,
2008 to July 11, 2008 identified in the
 First
Klinger Vacation Discrepancy Analysis, in addition to the lack of any security
card swipes on each of those days, the explicit listing of those days
 as "Vacation" in Mr. Klinger's Microsoft Outlook Calendar and
the
 
 EDCI
Holdings, Inc. – 1755 Broadway, 4th
Floor – New York, NY 10019
  
  Ms.
Kathleen A. Delaney
 May 5,
2009
 Page 3 of
3
  listing of all 5 of those days as a scheduled vacation - "Family Vacation
- not the Grand Canyon July 7 - 11" - in the Klinger Planned Vacation
Email. The
 July 3, 2008
email also indicates that another day not included in the First Klinger Vacation
Discrepancy Analysis - July 3, 2008 - was at best only a half day of
work.
 Insofar
as July 2
also a day with no security card swipes, it is possible phone records may
confirm this was in fact another full day that Mr. Klinger failed to
report.
  4.    
Exhibit D. In an email dated July 15, 2008, Mr. Klinger replies to an
email from Tom Costabile requesting a meeting on Thursday by stating “Friday
would
 be much better for me. We have our Poultry show on Thurs and Friday is
the Rabbit show- I would be most needed to help with the poultry.”  In
an email dated
 July 17, 2008, Mr. Klinger informs
various associates that the "4H Poultry Show is this morning so will be in after
lunch." This email thus
provides a third corroboration
 to Mr. Klinger's vacation on Thursday, July 17 identified in the First Klinger
Vacation Discrepancy Analysis, in addition to the lack of any security card
 swipes
and the explicit listing of that day as "4H Fair" in Mr. Klinger's Microsoft
Outlook Calendar. At best, Mr. Klinger failed to report a half day of
 vacation
on this day, but given the lack of any security card swipes that day, and the
fact Mr. Klinger did not send any outgoing emails that day between
 12:02PM
EDT and 6:48PM EDT, it appears likely Mr. Klinger in fact took the entire
day.  Further, on the Monday, July 21, 2008 following the three days
listed in
 Mr.
Klinger's calendar as "4H Fair", Mr. Klinger replies to an email that was sent
the prior Thursday, July 17, 2008 by noting "Been out
for a few days,
 so
just read your email."  (Emphasis added).
  Plaintiffs
remind you that we are expanding this review 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. Plaintiffs will also
pursue discovery of related personal records of Mr. Klinger to further
corroborate that analysis.
  Plaintiffs
note they 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.
  Regards,
  Matthew
Behrent
 Executive
Vice President, Corporate Development & Legal Counsel
 On behalf
of the Plaintiffs
  EDCI
Holdings, Inc. – 1755 Broadway, 4th
Floor – New York, NY 10019