By Financing and Producing the Film Independently,
our strategy is to:

1.

Eliminate unnecessary costs associated with accepting advance production funding from a studio. Studios typically charge significant rates of interest, overhead and other miscellaneous expenses to film productions. By eliminating these costs and only seeking to use the studios for distribution, we should be able to reduce the overall Costs of the Film significantly and thereby increase the probability of receiving revenue in excess of the Film's Costs.

2.

Negotiate a smaller distribution fee. We should be able to reduce the risk that would otherwise be taken by a distributor or studio. As a result, we should be able to negotiate a smaller distribution fee than if we use advance funding from a distributor. For instance, in theatrical exhibition the distribution fee is typically 30% to 40% of the total amount a distributor collects from the exhibitor. To the extent that we are successful in negotiating a smaller distribution fee, we should receive a larger percentage of gross receipts from each of the different revenue sources associated with the Film's exhibition.

3.

Exercise greater control regarding licensing the distribution rights, by creating a competitive bidding situation among distributors. During the production process, we will be meeting with various distribution companies to educate them about the Film. Depending on our meetings and the response that the Film receives, we may seek to negotiate distribution agreements at any time before, during or after the completion of the Film. Our intention is to create a competitive bidding process among distribution companies to negotiate more favorable terms in our distribution relationship and increase our potential revenue.

4.

Reduce or eliminate the costs associated with cross-collateralization by a studio or distributor. Often a distributor will charge a producer for costs that are incurred by other films a distributor releases. This procedure, called "cross-collateralization" often reduces a film's financial return. By producing the Film independently and negotiating arms-length distribution arrangements, our strategy is to minimize or eliminate these charges.

5.

Maintain greater creative control. We believe that specialty movies, such as DISEMBODIED VOICES, are best able to appeal to a specialty audience by maximizing the ability of proven artists to control creative decisions.

EXPENSE RECOGNITION:
In accordance with industry practices and generally accepted accounting principles, we intend to Capitalize the Production Costs of the film. We will then Amortize these Production Costs based upon the revenue earned in a given period, compared to our Projections of the Total Revenues the film may eventually realize.

EXPECTED REVENUE:
We expect that the film will generate the Majority of its Revenue within two years of its initial release. After exhibition in theatrical distribution, Other Revenue Sources will be home video, pay television and pay-per-view markets. Since music is a very important part of our Film, Further Revenue will be secured by the release of a sound track CD.

STRATEGIES FOR LICENSING THE FILM'S DISTRIBUTION RIGHTS:
We do not plan to distribute the film ourselves and will, therefore, attempt to distribute the Film with established motion picture distribution companies. We believe VOICES has the proper elements including powerful roles for a key cast, a bold and controversial story, a reasonable budget, and a strong production personnel to attract an independent distributor, a mini-major studio or the specialty department of a major studio distributor.

THE MOTION PICTURE INDUSTRY:
The motion picture industry in the United States has evolved dramatically over the last 30 years with cable, television and home video rapidly expanding the market. Movies are currently licensed for international exhibition on pay-television, cable networks, theaters, video retailers and network television.

Historically, the major studios financed, produced and distributed the vast majority of American films. Today, much of the financing and distribution of movies remains in the control of well established movie studios - "The Majors"- and their affiliated subsidiaries. As the majors have become part of large diversified corporations, they have adopted a policy of producing a relatively small number of films each year. This has allowed the establishment of many smaller, independent, film production companies, which currently supply many of the motion pictures released.

Because of the expansion of audience markets, distribution is no longer limited to films with the broadest possible audience appeal. More specific audiences are sought and profitability exploited for science fiction films, horror films, and specialty films targeted toward specific demographics or gender segment. DISEMBODIED VOICES IS A SPECIALTY FILM.