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1 The Rebel Angel Investment Opportunity Presented by Envisage Entertainment.

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1 1 The Rebel Angel Investment Opportunity Presented by Envisage Entertainment

2 2 THE REBEL ANGEL A Jungle Cinema ™ Production PROPOSAL FOR INVESTMENT PARTNER Award-winning filmmaker and music producer Frank Fitzpatrick is seeking a financial partner for the continued development and production of a uniquely positioned animated entertainment property, THE REBEL ANGEL. Project Description: More than just a film, THE REBEL ANGEL is a multi-platform entertainment franchise for the teen and young adult market that combines provocative story telling and a positive message through the use of engaging characters, vivid imagery and an enhanced musical soundtrack. THE REBEL ANGEL brings the familiar images of the growing music and dance cultures, along with the distinctive look of cutting edge comic book artists, to both the Silver Screen and directly to the consumer’s hands (via their iPod, cell phone, PC, etc.) for the very first time. Driven by a sound sensation that is already taking the world’s youth by storm - from nightlife of Ibiza and New York to the cultural centers of South America, Europe & Asia - and enhanced with a new emotion-intensifying technology, THE REBEL ANGEL is the beginning of a new concept in animated entertainment positioned to effectively appeal to the hearts and minds of a global 15 - 30 year old target market.

3 3 Filmmaker Mission: The purpose of making THE REBEL ANGEL is three fold: I.To launch a lucrative entertainment franchise of animative storytelling that capitalizes on proven models and new opportunities to attract teenage and young adult audiences. II. To become an integrated part of the target audience ’ s lives by reaching out across multiple distribution platforms (film, TV, video games, cell phones, music). This will also maximize market penetration and minimize risk. III. To deliver meaningful and provocative content to teenagers and young adults by using characters and images from a world they have grown to love, without exploiting negative language, misleading stereo types or unnecessary violence. Social Impact: In a time when the target audience is bombarded with shows, films and games that lack substantive stories and decent identifiable role models,THE REBEL ANGEL can break through with the edge, look, and sound they crave. While being thoroughly engaged and entertained, the viewers will vicariously move through our heroine ’ s journey and transformation, without ever feeling a message is being imposed upon them.

4 4 Market Penetration: As part of the award-winning Jungle Cinema film series, THE REBEL ANGEL is one of the first animated US productions targeting the 15 – 30 year old demographic with the style and ability to penetrate every area of their entertainment lifestyle. The film ’ s content is designed for release in multiple platforms including theatrical, television, video games, multi-media events, cell phones, portable media players, DVDs, CDs, internet, in-flight entertainment, electronic billboards, merchandizing, and Immersive Entertainment Environments for nightclubs and concert venues. The Music Factor: THE REBEL ANGEL animated short includes original recordings with the National Symphony of Venezuela, Trance-Opera Diva Sasha Lazard (EMI Records), DJ Spooky, Delerium, DJ Styles (Delinquent Habits), Jazz (Dru Hill), and Grammy Award Winner Andy Vargas (Santana). Two of the songs from the film have already made their mark on the Billboard Dance Charts, including Awakening, which entered the Hot Club Picks at #3. The film ’ s creator, a master in the shaping of human emotion through music and image, continues to work with top recording artists (Jill Scott, K-Ci & Jojo, Ice Cube) and prominent DJ ’ s from around the world. He will provide the same caliber of talent for THE REBEL ANGEL that has helped him to sell over 5 million soundtrack albums to date. Intensified Emotional Response: Using a new proprietary technology (ERI), the soundtrack is also imbedded with an inaudible program that is proven to intensify the emotional impact on the viewer.

5 5 Development and Production Strategy Phase I: During Phase I, an animated short film (10 min) of THE REBEL ANGEL will be completed for the 2006/2007 international film festival circuit. A video remix will also be featured at dance music festivals including the Winter Music Conference in Miami. Phase I matching funds will allow for the completion of additional assets necessary to enter the marketplace and secure Phase II partners. These include a series of one minute shorts for cell phones, portable media players and Internet, a feature film trailer, a music video, a theatrical screenplay and video prototypes to help secure a deal for a full length feature film, video game and TV series during Phase II. Upon completion of Phase I THE REBEL ANGEL will be presented to Hollywood studios, technology partners and corporate sponsors to secure a production and distribution deal, obtain additional investment capitol and establish strategic alliances for Phase II. Phase II: In Phase II, THE REBEL ANGEL will be produced and released as a feature film, television series and/or video game, complete with soundtrack album, music video and an Immersive Entertainment Experience. THE REBEL ANGEL will continue to be exploited over several short form platforms available through traditional and emerging technologies (cell phones, portable media players) and merchandizing opportunities..

6 6 THE REBEL ANGEL Phase I - Funding Proposal Financial Overview Total Phase I Budget = $250,000 Requested Private Investor Funding = $125,000 (matching fund with filmmaker) Return to Investor(s): Investment partner can choose either of the following positions: A. A preferred recoupment position in which they will receive 100% of any and all proceeds from the sale of THE REBEL ANGEL as a feature film, TV series, video game, music video or digital content package, up to full recoupment of their investment plus a 30% premium. or B.A 25% interest in any net proceeds received by Envisage from film or game properties developed during the life of the franchise, plus first option to participate in Phase II of production (feature film, TV series, video game).

7 7 Additional Investor Benefits: 1. 30% non-controlling ownership of THE REBEL ANGEL animated short film. 2. Credit on short film, feature film, soundtrack album and all credited advertising and packaging. 3. Invitations to, and participation in, any related screenings & events. BUDGET Revenue/Funding: Charitable Donations/sponsors (raised to date) $ 10,000 Capitol Investment by Filmmaker $ 115,000 Private Investment Partner(s) (To be raised) $125,000 Total Revenue/Funding $ 250,000 Film Funding Continued

8 8 Expenses: Production of Short Film/Prototype$ 95,000 -includes all production, post production, music recording, music licenses, talent buyouts, and ERI technology Film Blow up & DTS masters 15,000 Screenwriter/final feature script 45,000 -from existing treatment Outside consultants/business plan completion 10,000 Legal costs -licensing/operating agreement,contracts, trademarks 12,500 Production cost for alternative platform models 20,000 -film trailer, phone films, merchandise, video game & immersive entertainment prototype, ERI testing Website and internet models 5,000 Admin.& Operating costs 20,000 Financing costs (interest, commissions and fees) 12,500 Promotion-film festivals & events 10,000 Travel 5,000 Total Expenses $ 250,000 Sponsorship and branding opportunities are also available. Film Funding Continued

9 9 Risks and Opportunities Risks: Based on average success rates of new films entering the marketplace, this is a high risk investment for both Envisage Entertainment and the investing partner. Opportunities: Animated Films continue to garnish a larger share of box office revenue and have become mainstream entertainment for all ages. Even the coveted Academy Awards have been affected by 3D animation (Finding Nemo won Best Picture in 2005), 2D (Triplets of Bellville nominated in 2005) and Anime (Spirited Away won for Best Animated Film in 2003). With further cross-platforming between video games, properties like Tomb Raider have become franchises with gross receipts in excess of one billion dollars.The first six animated titles to come out of Pixar generated combined box office revenues of $1.5 billion, and nearly doubled that figure with additional video/DVD sales and rentals. At the same time the US and world markets for 2D Anime and Manga have continued to grow at an accelerating rate since the early 1990’s. In addition, annual sales figures for the US video game market are approaching $20 billion. In 2004, more than 248 million computer and video games were sold, almost two games for every household in America. A best selling game will sell 1 - 4 million copies worldwide. A best selling franchise can reach over 20 million copies sold worldwide In Summary: Although worse-case-scenario is near total loss of Phase I investment, the ultimate upside potential for the investor, if The Rebel Angel becomes a Tomb Raider-level franchise, is 25% of Envisage Entertainment’s net revenues on a potential $1 billion plus in gross sales. And there are many levels of success in-between.

10 10 About Jungle Cinema™ Jungle Cinema™ is a multi-platform content provider producing award-winning original entertainment properties for the international music, cinema and lifestyle markets of teens and young adults. Jungle Cinema’s music-driven filmed entertainment is created from the outset for promotion and distribution across a dozen different mediums including cinema, television, radio, internet, live venues, cell phones, video games and portable media players. Each property is initially realized as a music-driven ten minute film that is immediately exploitable as part of a branded DVD compilation series, interstitial programming for theatres and television, custom content for cell phones and wireless devices, film & music festivals, web casting, video remixes and in-flight, lifestyle and immersive entertainment environments. The songs that drive the films are further exploitable across all music platforms including CD compilations, music videos channels, traditional and satellite radio or as MP3 downloads and ring tones for portable media players. One of Jungle Cinema's most exciting growth opportunities is that each of its properties is designed as a prototype that's scaleable to a full-length feature film, television series, video game, ad campaign or merchandizing deal. This provides a self-funding and low risk model for developing a diversified portfolio of IP's that could potentially give birth to the next Bond, Tomb Raider or Batman franchise.

11 11 Filmmaker Bios FRANK FITZPATRICK (Writer/Director/Producer) Critically acclaimed filmmaker/composer/music producer Frank Fitzpatrick has created the soundtracks for over two dozen feature films (Scary Movie 3, Queen of the Damned, Friday, In Too Deep, Nuns On the Run), and scores and themes for numerous television shows (The Larry Sanders Show, Pirates of Silicon Valley, Jeff Foxworthy). He most recently scored two animated films (Disney’s Proud Family Movie, Revolution’s Lil’ Pimp) and wrote and produced the featured singles for the My Baby’s Daddy, Modigliani, Big Mama’s House, Scary Movie 4 and Proud Family Movie soundtracks. Listed in Variety as one of the “Top Music Supervisors of the Decade”, Fitzpatrick has sold over 5 million soundtrack albums, including the multi- platinum original Friday. As an emerging filmmaker, Fitzpatrick is poised to redefine the model for entertainment content through his new multi-media company, Jungle Cinema. His first film in the Jungle Cinema series, Jungle Jazz: Public Enemy #1, won the prestigious Silver Bear Award for Best Short Film at the Berlin International Film Festival. Recently opening for the Latin American premier of DeLovely, The film also received top prizes at festivals in Brazil and Australia, and has played to critical acclaim in over 15 countries. Fitzpatrick is developing a Hip Hop driven feature version of Jungle Jazz called Back In the Day, with writer/director Rob Adetuyi (Turn It Up, Traces) He is also directing and producing the animated multi-platform film:The Rebel Angel.

12 12 Filmmaker Bios Continued As a songwriter/producer, Fitzpatrick has worked with many Gold & Platinum artists including Dave Hollister, Fat Joe, K-Ci & JoJo, Brownstone, The London Symphony, Public Announcement, Carl Anderson, Ice Cube, Jill Scott, Keali’i Reichel, Lina, Jazz (Dru Hill), Akil (Jurassic 5) & his own band, Hidden Faces. He is currently finishing up his own symphonic album with the National Symphony of Venezuela. Prior to his record & film careers, he produced live shows for the likes of Miles Davis, Ella Fitzgerald, Ornette Coleman, Ray Charles and Prince, while performing throughout his hometown Detroit and hosting his own radio show. Fitzpatrick graduated with high honors from the University of Michigan with degrees in Music Composition and Business before being moved to Los Angeles by famed producer Richard Perry.

13 13 Filmmaker Bios Continued SHERRY GUNTHER (Co-Producer) An award winning producer, Sherry has spent the past nineteen years producing some of television’s biggest animated hits as well as several feature release classics. During her career, she has produced at most of the animation studios in Los Angeles. In 1989, Sherry began running Klasky Csupo for five years, where she produced “The Simpsons” “Duckman” and “Edith Ann” and served as supervising producer on “Rugrats“ and all other Klasky Csupo projects. Sherry then proceeded to head up Hanna Barbera Cartoons as Senior Vice President of Production where she breathed new life into the studio and executive produced such hits as “Dexter’s Laboratory” “Cow and Chicken” “Johnny Bravo” and “The Powerpuff Girls.” Sherry then went on to executive produce two original musical direct-to-video movies for Nickelodeon: “The electric Pied Piper” and “Globehunters, an Around-the-World- in-80-Days Adventure.” She then went on to produce Fox’s prime-time animated hit: “Family Guy” where she set up and ran Fox’s first and only in-house prime-time animation studio. She then produced two prime-time animated presentations for Imagine Television for Fox. Sherry proceeded to spend two years at Warner Bros. Pictures, producing Looney Tunes shorts for theatrical release. She then produced

14 14 Filmmaker Bios Continued two prime-time presentations for Touchstone Television for Fox. Through her years in animation, Sherry has shown a sincere dedication to quality entertainment for both kids and adults. Along with her work on the above-mentioned projects, Sherry has also been focusing on creating and developing numerous projects for prime-time and day-time television series, through Meadow Bay Productions, a company that she co-founded with her husband Brad. She is currently producing a pilot for a preschool series she created for The Disney Channel, based on Mickey Mouse. Through her years in television, Sherry has been nominated for several Emmy Awards, Cable Ace awards, and many festival awards. She has received numerous awards including two Emmy Awards and a Cable Ace award for her outstanding work.

15 15 Filmmaker Bios Continued MARK BROOKS (Art Director/Lead Animator) Mark Brooks directed and produced the animated feature for Revolution Studios called Lil Pimp. The film features Lil Kim, Bernie Mac, Ludacris, Mystical, Big Boy, William Shatner, and many more in a Players Club meets Dennis the Menace story geared aimed at the MTV audience. MTV actually saw a rough cut of the film and responded with a development deal for the series with Brooks and his partner, Peter Gilstrap. Brooks and Gilstrap were the creators and producers of Eminem’s recent Platinum-selling DVD, The Slim Shady Show. Also of a music background, Denver born Brooks started his career as a founding member of the industrial rap/metal groups Warlock Pinchers & Foreskin 500. He was an artist and DJ under the name Le Pimp for Astralwerks, which lead to his production and remixes for singles by Hole, Marilyn Manson, DJ Punk Roc and more. After hiring Fitzpatrick to write and produce the music for Lil’ Pimp, Brooks agreed to join forces for the creation of The Rebel Angel.

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17 17 Contact Information Frank Fitzpatrick Jungle Cinema/Envisage Entertainment, Inc. 2118 Wilshire Blvd. Ste. 198 Santa Monica, CA 90403 Ph: 310-453-6853 Fax: 310-586-5591 E-mail:

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