MAS LLC, A Geomedia Venture

MOVIE MEMORANDUM

This memorandum describes the formation and operation of a Limited Liability Company to engage in the business of motion picture production and financing.

MAS, LLC
4574 Muscadine Court
Jacksonville, Florida 32210

The business address for MAS is:
Ritchie Professional Center
3100 Ritchie Rd., Suite A
Forestville, MD 20747
301-516-0002V & 301-516-9192Fax

THIS MEMORANDUM IS INFORMATIONAL IN NATURE AND IS NOT AN OFFERING TO SELL. IT IS BEING FURNISHED TO YOU BY REQUEST ONLY AND NO INFORMATION WITHIN SHOULD BE CONSTRUED AS A SOLICITATION FOR ANY OFFERING TO INVEST BY ANYONE RECEIVING IT.

Distribution Of Revenues And Allocation Of Profits & Losses

Revenues from a motion picture will be derived from domestic and foreign theatrical distribution, sales to television, as well as money making ancillary rights, such as video cassettes and discs, pay cable and satellite television, soundtrack recordings, etc.

Revenues received by the distribution company are called gross film receipts.

Gross film receipts will be subject to distribution and merchandising costs (usually prints and advertising), as well as distributors percentage (as much as fifty percent). After these deductions the gross film receipts shall equal net film receipts and shall be subject to production costs beyond the production financing limited liability company investment capital, such as loans, extended credit and deferred payments to talent and technical facilities; and the limited liability company overhead expenses.

After the foregoing deductions, the balance of net film receipts shall equal cash for the production financing limited liability company, and will be distributed [100 percent] to the Investors until their initial investment is recouped.

Thereafter, distributable cash shall be distributed [40] percent to the investors and [60] percent to MAS.

It is the opinion of the Manager that tax consequences of an investment in the limited liability company may vary depending on the investors personal tax status, and the Manager is not in a position to give tax advice or evaluate the tax consequences of this investment for any of the Members. The Manager recommends that all prospective Members consult their personal tax advisors regarding the projected tax consequences of the investment.

The Members in MAS have limited liability because their liability is limited to the extent of their capital contribution (i.e. their investment). The Members are protected against any liability beyond their investment, such as over budget costs, loans to the production, and lawsuits. Any liability beyond the investors capital contribution will be assumed by the Manager.

The investors are further limited in that they have no say in the running of the limited liability company. The Manager maintains total control over the running of the business and total artistic control over the development, financing, and production of the picture. This includes spending money, maintaining books, hiring personnel, scheduling production, negotiating contracts, and all other activities necessary for completion of the project.

WHO IS THE MANAGER?

Managers and consultants of the LLC

Executive Operations Manager:

Charles E. McClain, Sr.
3100 Ritchie Rd., Suite A
Forestville, MD 20747
301-516-0002V & 301-516-9192Fax
Email:esqmcclain@aol.com

Occupations during the past five years:
Real Estate Broker; McClain Realtors
Geomedia Promoter and Executive Manager

Experience relevant to LLC's business:
Licensed Real Estate Broker and Developer since 1968
Operated the LLC since its inception
Financed and Produced, as Executive Producer a screenplay, "The Deposition" in 2004
Negotiated contracts and affiliations for several projects in various stages of development in 2005.

Education: J.D., University of Maryland School of Law, 1985; LL.B., Lasalle
University, 1977; B.S., University of Mrayland, 1972;

Professional Licenses
Real Estate Broker, licensed in Maryland since 1968

Consultants
Carl E. McClain
Culver City, California.
Film Director and Producer; Cinematographer; Magazine co-publisher

Theresa A. Shotwell, Ph.D.
Tallahassee, Florida. Departmental Educator/Administrator, Florida A & M University
Author and Playwright; lyricist

Rights And Obligations Of The Manager

The Manager will assume total control over the running of the limited liability company. The Manager maintains total control over the running of the business and total artistic control over the development and production of the film. This includes spending money, maintaining the books, hiring personnel, assembling components of the film package, negotiating a distribution deal, structuring the production company, and all other activities necessary for completion of the project.

The contributions of the Manager shall be the experience, expertise, time, talent, ability, contacts and enthusiasm required to fulfill the company's stated purpose.

The Manager intends to hire competent and qualified accountants from outside the company to handle all of the limited liability company book keeping, in addition to maintaining in-house records.

Company records can be made available to the Members upon request. Statements of limited liability company operations will be sent out to the Members on a quarterly basis.

The Manager recommends that anyone interested in becoming a member in the Limited Liability Company should consult the articles of organization for a complete understanding of the rights and obligations of the Manager.

Conflict of Interest

The services of the Manager are non-exclusive. The Manager retains the right to be involved with other projects, even similar projects that may be in competition with the activities of the limited liability company.

The limited liability company accountant is to be local and reputable.

The distributor shall be coordinated with the Producer/Director James Tucker

The distributor shall represent the limited liability company in the marketing and distribution of the completed film. It shall be qualified to handle the marketing of the film. It shall have recently closed deals on its products with communication companies including North American home video, with USA Networks for U.S. Basic Cable and has concluded distribution deals in major foreign territories such as Japan, France, the United Kingdom, Taiwan, Malaysia, South Africa, The Philippines, Latin America and the list goes on.

The distributor shall be entitled to a commission of 15% on gross revenues from all sales derived for the feature film. This is half the commission charged by competitive sales agencies, and a third less than the share taken by most distribution companies. The benefit to the member investors is that there is no middle man and a return on their investment is more likely.

Budget
Development              $10,000.00
Pre-Production            $10,000.00
Production                $150,000.00
Post-Production           $80,000.00
                       Total $250,000.00

Timetable

The following is a tentative time table for the benefit of the investor to better
understand the time involved in making a motion picture. These are not firm
commitments, but are anticipated time periods and may change as need requires.

1st week
begin script polishing
begin casting
begin crew allocation
begin location scouting
lock production schedule
allocate equipment, props & costumes
begin set construction

2nd week
casting completed
crew allocation completed
locations secured
begin rehearsal
equipment, props & costumes
secured

4th week
begin production
begin editing

5th week
end production

6th week
begin editing

7^th week
first cut completed

8th week
second cut completed

10th week
fine cut completed
begin sound cutting
begin music composing

11th week
score music

12th week
sound editing completed
mix sound

13th week
transfer to optical
track
begin negative cutting

14th week
negative cutting completed
begin first trial answer
printing

15th week
screen answer print

Once the film is completed, it is estimated that approximately one (1) year will be necessary for recoupment of production costs through normal distribution channels.

The producers intend to use their best efforts in securing a distribution pattern that will not only maximize the rate of return to the Members, but also to insure that a generous profit can be realized.

Risk Factors

Motion picture investment entails a high degree of risk even when the picture is substantially packaged prior to financing. Recoupment of the investment and additional profits are largely a function of the film's cost of production and distribution in relation to it's public appeal.

The extent to which the picture will appeal to the public is largely dependent upon unpredictable critical reviews and public taste.

The positive side is that there is potentially no limit to the amount of money a film can generate.

However, if the film does poorly in sales and the Manager is unable to secure enough distribution agreements, the Members will lose their entire investment and will have no opportunity to recoup their investment by investment in, or cross collaboration with any other picture.

The Manager is not liable for any monetary loss incurred by Members as a direct result of investment in MAS, LLC

Current Attachments

Who will write, direct and star in the film?

MAS has a commitments for the following:

Director Producer- James Tucker

Writer- Script completed by Christina Hamlett as shown in the treatment included herein.

For the lead roles in your film you will use your best efforts to obtain a cast similar to the following:

Additional Information

Examples of similar film budgets and grosses:

Film	Budget	U.S. Gross	Int’l gross
TADPOLE	$150K	$2.88M	$2.73M
BETTER LUCK TOMORROW	$250K	$3.8M	$3.55M
PIECES OF APRIL	$300K	$2.36M	$2.06M
THE STATION AGENT	$500K	$5.74M	$5.24M
THIRTEEN	$1.5M	$4.6M	$3.1M
CABIN  FEVER	$1.5M	$21.2M	$19.7M
CITY OF GOD	$3.3M	$7.56M	$4.26M
LOST IN TRANSLATION	$4M	$44.6M	$40.6M
BIG FAT GREEK WEDDING	$5M	$241M	$236M