CFI                                                           Matthew W. Chapman
ProServices, Inc.                                             Chairman and CEO


December 1, 1997


Mr. Keith A. Peterson
Chairman, President & CEO
Phoenix Gold International, Inc.
9300 N. Decatur
Portland, Oregon 97203

Dear Keith:

         From the  conversation Tim had with Kurt last week, I gather that it is
your plan to hire regional  sales  coordinators  and possibly a new president in
due course,  but  otherwise  to continue  with Phoenix Gold pretty much as is. I
also understand that you have chosen to go with Tim rather than Kurt.

         As a member of the Board, I find myself in material  disagreement  with
this  fundamental  direction.  I do not think it is likely  that you will find a
candidate who can be successful, in light of the strong split within the company
between your style and Tim's.  I believe that anyone  coming into that role will
suffer the same fate as Kurt.  Further,  I do not think that the  decision to go
with Tim recognizes the considerable  financial and  manufacturing  difficulties
that faced the company  under his prior  leadership.  Kurt had brought in a very
talented  group,  and I am concerned that they will leave under Tim's  pressure.
Indeed, I understand that Dave Keith has already resigned.  Returning to the old
ways is simply not an option I can support.

         As I have said in many of our meetings,  my goal in participating  with
Phoenix Gold is to be helpful, not to be a barrier. As such, when I am no longer
able to support the fundamental  direction of the company, it is appropriate for
me to go away. Therefore,  please accept this letter as my formal resignation as
a member of the Board of Directors of Phoenix Gold, effective immediately.

         I strongly  encourage you to find additional  outside board members who
are familiar with the nature of a publicly held company, as the interests of all
shareholders must be taken into  consideration  with respect to the decisions of
the company.  I believe this company would be much better served with a majority
of outside  directors.  The fact that you made your decisions without discussion
of the  alternatives  at a Board meeting,  and the fact you have not done me the
courtesy of even communicating  directly with me about what those decisions are,
causes me considerable  concern.  I do not believe that this is a procedure that
is consistent with the best interests of all shareholders.


Mr. Keith A. Peterson
December 1, 1997
Page 2



         I ask that this letter of resignation be disclosed to the  shareholders
in accordance with the provisions of Form 8-K, Item 6.

         Meanwhile, I sincerely hope that my analysis is incorrect, and wish you
and everyone at Phoenix Gold every success.

                                                  Very truly yours,

                                                  /s/ Matt Chapman

                                                  Matt Chapman
                                                  


cc:  Frank G. Magdlen
     Timothy G. Johnson
     Thomas P. Palmer