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FOR INFORMATION ONLY

This memorandum is informational in nature and relates to the packaging, production and distribution of the dramatic property Shelter Me, written by Sara Coover Caldwell and Jerry Vasilatos. It is for your confidential use and consideration only, and may not be reproduced, sold, or redistributed without the prior approval of Nitestar Productions (NItestar).

EXECUTIVE SUMMARY

Overview Nitestar Productions ("Nitestar") is currently seeking private funding for production of the dramatic motion picture property Shelter Me. Nitestar's goal is to create a film that will be commercially exploitable to a mass audience through theatrical exhibition, pay-per view, cable broadcast and all home-video formats.

The Product

Shelter Me is the story of Jeanie Carpenter, a 22-year old woman whose resolve to end the cycle of abuse in her life sets the stage for a dramatic, suspenseful and inspirational journey. Jeanie's travels take her from the mountains of West Virginia to a homeless shelter in the heart of the nation's capitol, where a series of murders have taken place threatening the safety of a young child she befriends. Jeanie's story makes for an entertaining and emotionally uplifting drama, aimed at (but not limited to) audiences that appreciated similar genre pieces such as the Harrison Ford suspense thriller Witness and the1996 independent box-office hit and Sundance Film Festival audience award winner The Spitfire Grill.

The Market

Inspirational and uplifting films with dynamic characters and emotionally charged themes have always been a mainstay at the box-office. The public has embraced films such as Forrest Gump, The Shawshank Redemption, Titanic, and the aforementioned genre pieces. Each of these highly acclaimed motion-pictures are at their roots, strong character driven dramas. Shelter Me is such a piece, and deals with many prevalent social issues while retaining threads of romance, adventure and suspense. Shelter Me also features a feminine protagonist; a valuable asset in attracting a strong female and "couples" oriented audience base. Contemporary viewers seek diversion in their entertainment, but the most successful motion pictures are those with characters that audiences can empathize with, cheer, and believe in. We feel that Shelter Me is an excellent motion picture property, and can draw such audiences.

In addition, Shelter Me is slated as a low-budget, independent film. Research shows that the yield for profit by independents is high, and with cable, home-video and international markets lined up as secondary outlets after an initial theatrical release, we feel that Shelter Me can see a profit and return beyond it's initial production outlay in the long-run.

Distribution

Upon securing first monies in through private financing, the Shelter Me Company will seek out pre-sold distribution or negative pickup with a letter of agreement or letter of credit from interested distributors to assist in putting together the total budget for the picture. At present, all rights (including theatrical, cable, broadcast, pay-per-view, home-video, and international) are available.


THE COMPANY

The principles of the Shelter Me Company bring to the development of this project a proven track record of successful professional experience as well as in-depth expertise in their respective fields of motion picture production.

Jerry A. Vasilatos, Producer / Director

Jerry is presently involved as producer / director of the dramatic thriller Shelter Me, in development as a feature film. His most recently completed projects include the comedy spoof The Blair Witch Rejects, which he directed, and the documentary A Refugee and Me, co-produced with director Kevin Leadingham. The Blair Witch Rejects is a screwball comedy satirizing the recent barrage of independent filmmakers attempting to ride the coat-tails of the original indy hit The Blair Witch Project. A Refugee and Me documents the life of Burmese refugee Tway Thongdee and his quest to obtain an illegal Thai identification card which will allow him to get well paying job in Thailand in order to aid his refugee family living along the border.

Prior to his move from Chicago and founding of his company Nitestar Productions in Los Angeles, Jerry wrote, produced and directed the independent holiday drama Solstice which was broadcast nationally as Lifetime Television's Original World Premiere Movie during Christmas of 1994. Solstice was awarded the Silver Award by the Charleston International Film Festival, the Bronze Award by the Houston International Film Festival, and was broadcast again by Lifetime Television on Christmas Eve of 1995. It was released on home video in October of 1997 by Monument Entertainment and is now being distributed on Nitestar's own home viseo label along with The Blair Witch Rejects.

Jerry's theatrical directing credits include The Great Houdini, written by Stacy Tanner, and Witnesses, an action adventure co-written with Victor H. Schiller. The Great Houdini premiered at the prestigious Stella Adler Theater in Hollywood during the spring of 1999, and Witnesses was selected by the Chicago Screenwriters Network for their Winter/Spring '96 Staged Screenplay Reading Series. It was performed under Jerry's direction to a full house (130 capacity) at the American Blues Theater in Chicago on March 24th, 1996.

Jerry's spec writing credits include Palace Treasure, The Seahawks, and Butcher's Dozen, a crime thriller co-written with Sara Coover Caldwell. He is a graduate of Columbia College in Chicago, where he earned his Bachelor's Degree in film, and he currently serves as the President of the Association of Columbia College Alumni West Coast Branch. He has also studied under the tutelage of acclaimed acting & directing coach Judith Weston.

Sara Coover Caldwell, Screenwriter

Sara C. Caldwell is president of Amphion Productions, a film and video production company she established in 1991. She has written and/or produced over 100 films, videos, and satellite teleconferences for clients throughout the U.S. and Europe.

As a screenwriter, Caldwell has written a number of feature length scripts and is represented by the Quillco Agency in Los Angeles. Some of her screenwriting clients include Samson Entertainment in Los Angeles and Seagull Productions in Chicago. Her historical screenplay, Bloody Williamson, won the 1996 Illinois / Chicago Screenwriting Competition and made several other semi-finals. Caldwell is currently in post-production with Crawlspace, a short horror thriller she penned that was directed by Amy Klitsner.

As an industrial video and teleconference writer/producer, Caldwell specializes in health care and education. This year, she was awarded all marketing, production, and print contracts for a highly successful American Hospital Association video series, Coding for ICD-9-CM. She has also written and/or produced almost 20 videos for Cambridge Educational, which have garnered numerous awards, including a Golden Apple from the National Educational Film / Video Festival, a Gold Questar award, and 3 bronze Tellys.

Prior to forming her own company, Caldwell was a producer / writer with Motion Masters in Charleston, West Virginia and WORLDNET Television in Washington, D.C. At WORLDNET Television, she produced live interactive video teleconferences on culture, medicine, environmental issues, politics, entertainment, and the Gulf War, which were broadcast to Africa, the Near East, and East Asia.

Caldwell received her B.A. in Communications, with minors in English and Art, from the University of Iowa, where she was a member of the Iowa Writer's Workshop. She completed an internship with WJAR-TV in Providence, Rhode Island and continued to pursue her artistic interests for several years at the American Academy of Art in Chicago.

John O'Shaughnessy, Director of Photography

From January of 1992 through October of 1997, John O'Shaughnessy was vice-president and staff cinematographer at Image Dynamics, Inc., a Chicago-based production and post-production facility he co-founded. He has extensive cinematography experience in feature films, industrial projects, and music videos. As V.P. of Image Dynamics, he was involved in the development and creation of several educational programs for clients like State Farm Insurance, the National Association of Neural Surgeons, the Wisconsin Wildlife Board, and the Agricultural Growers of America. A short list of John's other prestigious clients include McDonalds, the National Insurance Crime Bureau, LaSalle / ABN Amro N.A. Banking Services, and DDB Needham. He also developed an in house computer animation department while also producing and supervising a wide array of animated projects including a 10 minute traditional-animation film Think First - A Street Smart Adventure and an interactive CD-ROM Literacy Place for Scholastic Books.

John's cinematography credits include over 30 commercials, 10 short subjects, and the features/television series Killing Time (Coronado Films), Glass Chain (Spectral Pictures), Solstice (Nitestar Productions / Lifetime Television), Under One Roof (CBS Television) and the television pilot Roommate Trouble, produced by Broadway Video and Lorne Michaels. In addition to his cinematography talents, O'Shaugnessy is also adapting a series of short stories by Chicago novelist Robert Hartley for the screen.


DEVELOPMENT PHASE

At present, the creative team of Shelter Me has scheduled the project at 30 days and with the assistance of a line producer estimates the total cost of production to be $2 million dollars.

Included with this Executive Summary are the following:

A. Press Release

B. Shelter Me Synopsis

C. Independent Film Process, Marketing Overview and Charts

D. Press clipping on director Jerry Vasilatos and Solstice.

A copy of the script for Shelter Me, video demo reel covering the principals and budget are also available upon request.

If you are an investor interested in becoming involved with this project, please contact Jerry Vasilatos at (323) 468-8089. Nitestar Productions appreciates your time and consideration.

Sincerely,

Jerry A. Vasilatos


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