DONALD DAVID
FISCHBEIN BADILLO WAGNER HARDING
909 Third Avenue
New York, NY 10022
Telephone: (212) 826-2000

STEPHEN T. OWENS, Bar No. 82601
JOAN H. CHO, Bar No. 186234
GRAHAM & JAMES LLP
801 South Figueroa Street, 14th Floor
Los Angeles, CA 90017-5554
Telephone: (213) 624-2500
Facsimile: (213) 623-4581

Attorneys for Plaintiffs
AFENI SHAKUR, individually and as Co-administrator
of the Estate of Tupac Shakur, deceased, and
RICHARD S. FISCHBEIN, as co-administrator of the Estate of Tupac Shakur

SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES

AFENI SHAKUR, individually and as
Co-administrator of the Estate of
Tupac Shakur, deceased; and
RICHARD S. FISCHBEIN, as
Co-administrator of the Estate
of Tupac Shakur,

Plaintiffs,

-vs. -

ORLANDO ANDERSON, JERRY BONDS,
and DOES 1 to 100, inclusive,

Defendants.

CASE NO. BC 177861
COMPLAINT FOR DAMAGES:

1. WRONGFUL DEATH
2. PERSONAL INJURY
3. GROSS NEGLIGENCE

COME NOW Plaintiffs AFENI SHAKUR, individually and as co-administrator of the Estate of Tupac Shakur, and RICHARD S. FISCHBEIN, as co-administrator of the Estate of Tupac Shakur, and, for their causes of actions against the defendants, allege as follows:

THE PARTIES
Plaintiff AFENI SHAKUR ("Afeni") is the mother of the deceased, Tupac Shakur ("Tupac"). During all times mentioned herein, Tupac was a resident of Los Angeles County, State of California.

Pursuant to Letters of Administration of the Superior Court of California for the County of Los Angeles, dated October 23, 1996, Afeni was appointed co-administrator of the Estate of Tupac Shakur (the "Estate").

Pursuant to Letters of Administration of the Superior Court of California for the County of Los Angeles, dated October 23, 1996, RICHARD S. FISCHBEIN ("Fischbein") was appointed co-administrator of the Estate.

Defendant ORLANDO ANDERSON, ("Anderson") is, and was at all times mentioned herein, a resident of the State of California. Plaintiffs are informed and believe, and thereon allege, that at all times mentioned herein, Anderson was a member of a Compton street gang known as the Southside Crips.

Defendant JERRY BONDS, ("Bonds") is, and was at all times mentioned herein, a resident of the State of California. Plaintiffs are informed and believe, and thereon allege, that at all times mentioned herein, Bonds was a member of a Compton street gang known as the Southside Crips, and is known by the street name "MONK. "

Plaintiffs are informed and believe, and thereon allege, that Defendants Bond, Does 1 to 3, inclusive, and Anderson were, on or about September 7, 1996, the driver and passengers in a certain white Cadillac vehicle discussed with more particularity hereinafter. Plaintiffs are informed and believe, and thereon allege, that Doe 1 was also the individual with Bond on September 11, 1996, at approximately 3:00 p. m. , when Bond and Doe 1 drove a late model Cadillac into the automotive shop at White and Alondra.

Plaintiffs are informed and believe, and thereon allege, that Bond and Anderson are cousins.

Plaintiffs are informed and believe, and thereon allege, that DOES 4 to 100, inclusive, participated with Defendants Anderson, Bond and Does 1 to 3 in the shooting of Tupac, as more fully described hereafter, and conspired with and assisted Defendants Anderson, Bond and Does 1 to 3, inclusive, in that shooting.

Plaintiffs are presently unaware of the true names and identities and/or capacities of the defendants named herein as Does 1 to 100, inclusive, and therefore sue these defendants by such fictitious names. Plaintiffs will allege the true names and capacities after the same have been ascertained. Plaintiffs are informed and believe, and thereon allege, that each defendant Doe is negligently or otherwise responsible and liable to Plaintiffs for the injuries and/or damages alleged herein.

Plaintiffs are informed and believe, and thereon allege, that at all times mentioned herein, each defendant herein, whether designated by name or by Doe, is and was the agent, employee, employer and/or joint venturer or co-conspirator with each of the other defendants and in doing the things alleged herein was acting in the course and scope of such relationship, agency and employment and for the furtherance of such conspiracy, and was acting with the prior knowledge, permission and consent, or that each of said defendants acquiesced in the conduct of each of the other defendants.

GENERAL ALLEGATIONS

During his lifetime, Tupac was an extremely successful music publishing, recording and performing artist, as well as a successful motion picture actor. Among the albums published by Tupac during his lifetime were: "Thug Life," "Strictly 4 My N. I. G. G. A. Z. ," "2Pacalypse Now" and "All Eyez On Me. " Subsequent to Tupac's death, Death Row Records, Inc. ("Death Row"), Tupac's record company, released "Makavelli," an album that immediately became number one on the charts and sold over 3 million copies.

13. Tupac appeared as an actor in "Juice," "Above the Rim," "Poetic Justice" and "Bullet. " Subsequent to his death, "Gridlock'd" was released to favorable critical reviews and "Gang Related" is scheduled to be released this fall.

14. Moreover, his songs were featured in numerous soundtracks from movies in which he did not appear as an actor.

EVENTS LEADING UP TO THE SHOOTING

15. Plaintiffs are informed and believe, and thereon allege, that, in approximately July, 1996, Travon Lane (who goes by the street name "Tray")("Lane"), a person associated with Death Row Records, Inc. ("Death Row"), was in the Foot Locker Store in the Lakewood Mall, with Kevin Woods (who goes by the street name "K. W. ")("Woods") and Maurice Combs (who goes by the street name "Lil Mo") ("Combs").

16. Plaintiffs are informed and believe, and thereon allege, that Lane, Woods and Combs are associated with a street gang that goes by the name of "Mob Pirus," which is a branch of the street gang known as the "Bloods. "

17. Plaintiffs are informed and believe, and thereon allege, that the Southside Crips have an ongoing rivalry with the Mob Pirus and that there have been several past confrontations between the Mob Pirus and the Southside Crips.

18. Plaintiffs are informed and believe, and thereon allege, that there was a common perception that Death Row was in some manner affiliated with the Mob Pirus.

19. Plaintiffs are informed and believe, and thereon allege, that Lane had received a distinctive and much prized necklace from Marion "Suge" Knight ("Suge"), the president and CEO of Death Row, which symbolized Lane's affiliation with Death Row.

20. Plaintiffs are informed and believe, and thereon allege, that, at the Foot Locker Store, Lane was confronted by members of the Southside Crips, fought with them and the Crips took Lane's Death Row necklace.

21. On September 7, 1996, Suge, Tupac and other persons associated with Death Row were at the MGM Grand Hotel in Las Vegas, Nevada, attending the Mike Tyson fight.

22. Plaintiffs are informed and believe, and thereon allege, that some members of the Death Row entourage, such as Lane, were alleged to be affiliated with the Bloods street gang.

23. Plaintiffs are informed and believe, and thereon allege, that also present at the Mike Tyson fight were members of the Southside Crips, who had been observed by those members of the Death Row entourage who were alleged to be affiliated with the Bloods.

24. Plaintiffs are informed and believe, and thereon allege, that Anderson was one of the Crips members who was present at the fight and who was observed by the Death Row entourage.

25. Plaintiffs are informed and believe, and thereon allege, that Anderson was observed in the lobby of the MGM Grand by Lane and identified by Lane as the person who had taken his necklace at the shopping mall.

26. Plaintiffs are informed and believe, and thereon allege, that the members of the Death Row entourage then asked Anderson whether he had taken Lane's necklace and a fight ensued. That fight was broken up by hotel security and the Death Row entourage left.

THE SHOOTING

27. Plaintiffs are informed and believe, and thereon allege, that thereafter, but still on September 7, 1996, the Death Row group formed a caravan of several cars heading to the "662 Club," which was owned by Suge.

28. Suge and Tupac were in the first vehicle, a BMW owned by Suge.

29. Plaintiffs are informed and believe, and thereon allege, that some of the people in the vehicles which followed were Alton MacDonald, Roger Williams, Henry Smith, Allen Jordan, Lane and "Frank. "

30. The caravan stopped for a red light at Flamingo and Las Vegas Boulevard, when a white Cadillac pulled up next to Tupac and Suge.

31. There were at least two, and possibly more, people in the Cadillac.

32. Plaintiffs are informed and believe, and thereon allege, that Bonds was the driver of that Cadillac and Anderson was a passenger in the Cadillac.

33. Plaintiffs are informed and believe, and thereon allege, that Anderson got out of the Cadillac and approached the BMW on the passenger's side.

34. Plaintiffs are informed and believe, and thereon allege, that, upon approaching the BMW, Anderson pulled a gun and started shooting at the BMW, willfully or negligently striking both Tupac and Suge.

35. Tupac was taken to the University Medical Center of Southern Nevada immediately after the shooting and was admitted to the UMC Regional Trauma Center.

36. Tupac's injuries included gunshot wounds to the right chest, the right thigh and the right hand.

37. Tupac died on September 13, 1996. Plaintiffs are informed and believe, and thereon allege, that Tupac died as a result of the gunshot wounds he suffered in the shooting by Anderson.

FIRST CAUSE OF ACTION
(For Wrongful Death Against All Defendants)

38. Plaintiffs incorporate paragraphs 1 to 37 and reallege the same as if fully set forth at length herein.

39. On or about or about September 7, 1996, Anderson discharged a gun in a willful and/or reckless and/or negligent manner, causing Tupac to be shot and thereby causing him serious grievous injuries requiring hospitalization and leading to his eventual demise on September 13, 1996.

40. The discharge of that gun was a part of, and in furtherance of, a conspiracy and joint venture in which Anderson, Bonds and Does 1 to 100, inclusive, were participants, to do injury to and intimidate, Tupac, Suge and Death Row.

41. Prior to the death of Tupac, Afeni was totally dependent on him for her support and maintenance. As a result of the injuries to the decedent and his eventual death, Afeni has sustained profound grief, special and general damages, including hospital bills, loss of income, loss of society, comfort, attention, service and support of decedent, and have incurred funeral and cremation expenses.

SECOND CAUSE OF ACTION
(For Personal Injury [Survival Action] Against All Defendants)

42. Plaintiffs incorporate paragraphs 1 to 41 and reallege the same as if fully set forth at length herein.

43. As a result of said conduct injuries, Tupac suffered extreme pain, discomfort and injury from the moment of his injury to the moment of his death. In addition thereto, the decedent and his estate incurred medical bills for his hospitalization and lost earnings and loss of income from the date of his injury to the moment of his death.

44. The decedent during his lifetime was entitled to compensation for the damages described in the above paragraph and Plaintiffs Afeni Shakur and Richard S. Fischbein, as co-administrators, are claiming said damages for his estate.

THIRD CAUSE OF ACTION
(By Plaintiff Afeni Shakur For Gross Negligence Against All Defendants)

45. Plaintiffs incorporate paragraphs 1 to 44 and reallege the same as if fully set forth at length herein.

46. At all times herein mentioned, Anderson acted in a wanton and reckless and/or grossly negligent manner in discharging a weapon at the vehicle in which Tupac was riding. Anderson knew, or should have known that the discharge of such weapon would expose Tupac to serious injuries. Notwithstanding this knowledge, Anderson in wanton, reckless and/or grossly negligent disregard of the safety of Tupac, discharged his weapon in the direction of the vehicle in which Tupac was riding, shooting Tupac, causing him severe and serious injuries and death several days thereafter.

47. Prior to the death of Tupac, Afeni was totally dependent on him for her support and maintenance. As a result of the injuries to the decedent and his eventual death, Afeni has sustained profound grief, special and general damages, including hospital bills, loss of income, loss of society, comfort, attention, service and support of decedent, and has incurred funeral and cremation expenses.

WHEREFORE, plaintiffs pray for judgment as follows:

On the First Cause of Action, for Wrongful Death Against All Defendants:
1. For general and special damages according to proof;
2. For funeral and cremation expenses according to proof;
3. For medical and related expenses according to proof;
4. For loss of earnings according to proof;
5. For loss of support according to proof;
6. For profound grief according to proof.

On the Second Cause of Action, for Personal Injury (Survival Action) Against All Defendants:
7. For general damages according to proof;
8. For pain and suffering according to proof;

On the Third Cause of Action, for Gross Negligence Against All Defendants:
9. For general and special damages according to proof;
10. For funeral and cremation expenses according to proof;
11. For medical and related expenses according to proof;
12. For loss of earnings according to proof;
13. For loss of support according to proof;
14. For profound grief according to proof.

Dated: September 12, 1997

Respectfully submitted,
DONALD DAVID
FISCHBEIN BADILLO WAGNER HARDING

and-

STEPHEN T. OWENS
JOAN H. CHO
GRAHAM & JAMES LLP

By ________________________________
Stephen T. Owens
Attorneys for Plaintiffs

AFENI SHAKUR, individually and as Co-administrator of the Estate of Tupac Shakur, deceased, and RICHARD S. FISCHBEIN, as co-administrator of the Estate of Tupac Shakur