MYSTERIOUS

E N T E R P R I S E S

DIGITAL MEDIA FILM STUDIOS

DESCRIPTIVE OVERVIEW

Contact
Robert O. Kaplan, President
310-459-7531
rok@rkaplanlaw.com
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Film Finance and Production: The second 'opportunity gap' is the shortage of New
Mexico-based film finance and production companies. Of the $250m of state film production
(3)
tax rebates paid out to filmmakers , likely 100% of these monies were redeemed by out-of-
state studios and film production companies.

Moreover, because virtually all films shot in New Mexico are neither produced nor owned by
New Mexican film companies, revenues from the distribution and exploitation from such films
are never returned to the state's economy.

In the past year, the motion picture industry has been adversely affected, due to a number of
conditions, including among many others the general economic downturn, the withdrawal of
hedge funds which had figured prominently in studio and independent film financing and the
reduction of the number of bank loans based on foreign distribution pre-sales.

Indications of this are the reduction in the total number of motion pictures produced and
distributed in the US in 2009, down from the peak number of films distributed in 2008,
culminating years of steady annual increase in the number of films; the reduction in the
number of films being financed and distributed by the major studios; the decrease in the
number of theatrical admissions in the core audience of 18 to 29 year olds and in older
audiences as well; the difficulty of producers to find financing; and the increasing focus of
the major studios on financing and distributing tent pole mega-“brand” properties.

The Company believes that these current trends are actually healthy for the industry and that
smart film companies, properly positioned, can take advantage of the current market
conditions and do better than ever.

New and traditional distribution outlets, from the major studios to the independent theatrical
distribution companies to distributors of film in other media (television, including broadcast,
cable and on-demand, DVDs and other forms) need a constant supply of new product to stay
in business.

On September 29th of this year, Bill Mechanic, former Chairman and CEO of Fox Filmed
Entertainment and independent film producer, gave a keynote address to the Independent
Film and Television Production Conference in which he expressed his analysis of the current
state of the independent film business and in particular emphasized the value and economic
potential of films that are first and foremost unique and original, not copies of other films. Mr.
Mechanic cites the examples of “Slumdog Millionaire” and “District 9” as independent films
that spoke directly and originally to today’s audience.

Nowadays, and progressively more in the future, films must be precisely marketed to their
prospective global audiences with the newest media techniques, as opposed to outdated
mass media methods normally employed by the major studios. Sophisticated psychographics,
utilizing the internet and expanded social networking, are rapidly replacing the importance of
audience demographics as meaningful metrics. Because of its dual focus on technological as
well as business model advances, the Company will be able to maintain a position in the
forefront of the rapidly evolving film and digital media industry.

(3)
New Mexico State Investment Council.
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The Ernst & Young forecast for film production in New Mexico is strong because of the
incentive and loan programs mentioned above, the proactive support of New Mexico towards
the movie industry, and the spectacular photographic options available throughout state.

Based on the above analysis, the Company believes that right now is the opportune time for
the creation of an on-going program of multiple films produced in New Mexico by a cutting-
edge, independent New Mexico film studio.

Ultimately, a company with the capacity to finance and market multiple films can have its
choice of projects and obtain the services of directors, writers, and actors for substantially
less than previously possible. A multiple film program will strongly support Mysterious
Enterprises in obtaining better distribution through the major studios and via existing and
future media platforms appropriate for the marketing of each specific film.

The forgoing entertainment industry ‘gaps’ in the digital media services and film financing
and production areas ultimately equate to hundreds of millions of dollars in potential business
that remains unrealized.

Company Strategy

The Company will capitalize on the above New Mexico opportunities by creating the first
integrated film financing, production, visual effects, and digital post-production studio in the
state. In doing so, the company will not only finance and produce its own films, it will also
operate an advanced digital media facility to service both the Company’s films and third party
projects.

The emergence of digital cinema and 3D display technology is transforming the global
entertainment and film industry. Computers are increasingly utilized on every media project
from beginning to end. Top directors, Hollywood studios, and independent film producers
alike are utilizing digital tools to create new communications methodologies and media
(4)
production paradigms. Consequently, the Company’s strategy, developed through its special
industry expertise, will employ extensive utilization of advanced technologies as one of its
primary competitive advantages.

Mysterious Enterprises will supercharge its film finance, production, and technical services
activities by creating and deploying the world’s first large-scale mobile digital studio fleet.
This advanced mobile capability will create an unprecedented fusion between the normally
disparate yet overlapping processes of live-action film production, visual effects, and post-
production completion. The amalgamation of these three processes forms the technical basis
for the Company’s capabilities and strategy of “Media Fusion”.

The Company’s integrated activities will create multiple, defensible competitive advantages.
Its cohesive, unified endeavor will produce on-going cost and effort efficiencies while
significantly expanding creative options for filmmakers.

(4)
i.e. James Cameron (“AVATAR”), Peter Jackson (“DISTRICT 9”), Zack Snyder (“300”) and many others have created recent feature films using extensive digital methodologies.

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The Company’s original film productions will insure a steady flow of work for the fixed and
mobile facilities. At the same time, the Company’s projects will be the prime beneficiary of
the advanced filmmaking capabilities and technologies provided by its integrated facilities.

Once established in New Mexico, the Company will branch out to service national and
international marketplace clientele in two principal endeavors, 1) franchising of Mysterious
Mobile Studio Enclaves, and 2) licensing digital media technologies and educational products
created and developed in the Company’s own R&D lab.

The Company intends to produce substantial revenues both through traditional streams as
well as through new activities created by the Company’s combined Media Fusion strategy.

The Company’s five year financial goal is to increase its valuation to an amount in the range
of between 8X to 12X+ the total capital amounts invested. The Company’s success will
determine recoupment or other payout options for investors and create numerous expansion
and diversification opportunities for the enterprise.

Feature Film Production: Mysterious Images. At the creative center of the Company’s
Media Fusion approach is the financing and production of its own films. The basic elements
of the Company’s film production strategy are:

• The Company will finance and produce only films that will be shot and completed
substantially or entirely in New Mexico under its ‘Mysterious Images’ production division.

• The Company plans to finance and produce one film per year during the first two or three
years and then increase production flow to two or three films per year.

• The Company will not finance and produce any film without an appropriate US theatrical
distribution deal (with a major studio or otherwise).

• Most important, the Company’s guiding creative philosophy is produce only films which
are distinctive and original, and for which an audience has been appropriately identified.
The Company has already identified and controls several film projects which fit this
criteria.

• All films produced will be supported by an additional investment by the Company in the
distribution expenses required for each film.

Financing: The Company intends to utilize the New Mexico Film Investment Loan Program in
the financing of its films, under which the state provides loans of up to $15m per film on a
no-interest, five-year repayment basis, provided the film is substantially shot in New Mexico,
repayment is guaranteed by a qualified party, and an appropriate distributor has agreed to
distribute the film.

Depending on the film’s budget, the nature of the distribution deal for that film and other
factors, the Company may provide up to 100% of the financing of each film. In order to
maximize the leverage of the New Mexico loan program and obtain acceptable distribution
arrangements, the Company intends to finance or co-finance films with budgets of not less
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than $10m nor more than $25m or $30m, with film budgets averaging between $12m and
$15m.

The Company intends to commence operations with the capacity to provide up to $60 million
in loan guarantees to be provided by third party guarantors. The guarantees will be required
only when film production is set to commence.

Films budget in excess of $15m may be co-financed with distributors or other investors as
determined by the Company. In this circumstance, the guarantors will not be obligated to
provide funds beyond the $15m guarantee.

Assuming average budgets of $15m per film, this will permit the Company to finance four
films. This is estimated to occur over the course of the first three years of operation. The
Company will maximize the total amount of guarantees provided by outside guarantors and
outstanding at any time at $60m. As loans are repaid and guarantees released on specific
films, the guarantees may be rolled over to secure loans to produce additional films.

If guarantees are required in addition to the aggregate ceiling of $60m in order to secure
loans for further additional film production, the Company may provide such guarantees
utilizing a portion of its cash on hand.

Certain costs incurred outside New Mexico, such as development costs, are excluded from the
Loan program. The Company anticipates that a small percentage of the budget of each film
may not be covered by the New Mexico loan and therefore will be invested by the Company,
its co-financiers or both, on a case-by-case basis. The Company has allocated certain funds
for these development-stage purposes.

Advertising Support: In addition to the cost of production of the films, the Company will
also provide up to $5m per film in distribution expenses (also called print and advertising
expenses) or “P&A”. These funds are intended to add incentive to studios or to other
distributors who distribute each film, but they will be advanced subject to agreement by each
film’s distributor to advance an equal or greater amount toward the advertising of the film.

The Company will also provide cutting-edge technology to be used in the marketing of its
films, such as emerging social networking communications platforms and other innovative
advertising and distribution methods and technologies developed in its R&D Lab and
elsewhere.

By participating in the expense of marketing the film, the Company plans to share decision
making and marketing strategy programs with the distributors in order to insure the most
appropriate and state-of-the-art campaigns are tailored for each film.

Funds advanced for this purpose are excluded from New Mexico loan program but they are
recouped in first position from the film’s distribution revenues (after deduction only of the
distributor’s sales commission or fee of between 10% and 30%). Therefore, the funds
allocated for this purpose will create a revolving P&A fund to be recouped and redeployed
with each successive film.

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Original Projects: The Company has identified several projects to be produced under the
above structure. The intended first film is based on Elmore Leonard's (“Get Shorty”, “3:10 to
Yuma”), turn-of-the-century morality adventure entitled "Forty Lashes Less One". Walter Hill
(“48 Hours”, “Broken Trail”, “Deadwood”, many others) has agreed to direct the film. The
screenplay is completed, the projected budget is approximately $15m and production is
scheduled to start in the spring of 2010. Formal casting of the lead roles is currently under
way.

Several other feature projects and scripts, in various stages of development, are owned or
controlled by the Company or its Principals.

VFX, Post-Production & Beyond: Mysterious Digital & Mobile Studios: Mysterious
Enterprises will build and operate an integrated visual effects and post production facility,
‘Mysterious Digital’ , staffed by world-class digital artists, technicians, and managers, the
majority of who, during the start-up phase, will be relocated from Hollywood and elsewhere
to New Mexico.

During the first five years, the central physical facility will grow from 6,000 sq. ft. to 20,000
sq ft. accommodating a workforce scaling from 30-125 employees. A distinctive feature of the
Company’s strategy is its integration of computer graphic VFX with digital post-production
capabilities.

Even more timely and strategic is the creation of the Company’s unprecedented mobile digital
studio fleet. ‘Mysterious Mobile’ is a proprietary design for mobile digital film production
vehicles designed by the Company’s Chief Technology Officer, veteran systems architect,
Michael MacKay.

Deployment of the digital mobile studio fleet will operationally unify film production, visual
effects, and post-production processes in an unprecedented and increasingly efficient creative
methodology.

Modular clusters of mobile studio units or “Enclaves”, will consist of customized vehicles and
support equipment including Production Situation Room vehicles, Technical Operations
vehicles, Camera Production Pods, and Director’s Editing Vehicles.

When stationary, a multi-vehicle Enclave will consist of a fully integrated, seamlessly

interoperable, production support system enclosed in a weather-resistant tent structure
featuring a cinema-sized screening room.

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TOP VIEW: Production Situation Vehicle, Screening Room, Technical Operations Vehicle

TOP VIEW: Production Camera Vehicle inside visual effects sound stage

Enclaves will be staffed by the Company’s artistic and technical talent providing production
equipment and services for shooting on remote locations as well as at sound stage facilities
providing:

• Pre-Production / Previsualization • Video conferencing / Virtual Offices

• Location and sound stage photography
• Visual Effects and Animation
• Editing / Screening Theater
• Music / Sound Effects
• Media Asset Management
• Total project command and control
• Integrated work flow management
• High speed supercomputing platform
• 2K - 4K resolution in 2D and 3D

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Mysterious Mobile Enclaves are expressly designed for maximum adaptive flexibility to
accommodate the differing requirements of each project. For example, during live action
principal photography, “capture & ingest” capabilities will include all 2D and 3D Stereoscopic
film camera formats, performance motion capture, facial capture, data capture for sets,
models, props, and terrain as well as sound stage, wild sound, and audio studio sound
recordings. Mysterious Mobile systems will create centralized, seamless workflow control over
the vast amounts of digital sound and image files generated during production.

During the extended post-production phase (typically 6 months or longer), the Director’s
Editing Vehicle will function as a tactical command and control center which will migrate
(physically and virtually) to wherever the filmmakers are executing post-production. The
director, editors, sound designers, and VFX supervisors will have uninterrupted access to the
Company’s equipment and personnel affording continuous, centralized communications with
the multiple “vendors” working on post production processes (i.e. VFX, Digital Intermediate,
and trailer houses, sound designers, composers, sound effects artists, and Foley shops).

Mysterious Mobile will utilize open systems architecture, minimizing frequently costly and
distracting technical incompatibilities of multi-vendor production processes. Filmmakers will
gain an enhanced ability to focus on creative production due to the operational Media Fusion
of production, visual effects and post-production processes. The images below depict the type
and scale of specialized vehicles and enclosures the Company will utilize.

The Company intends to construct customized Enclaves for rental and franchising. In order to
do so, the Company will maintain a full time mobile digital studios fabrication facility in
approximately 20,000 sq. ft. of industrial space.

The Company is currently exploring the prospect of locating its fabrication facility operations
on tribal lands in collaboration with the New Mexico Pueblo communities. This collaboration
would result in the employment of a full-time, high-tech, high-wage workforce trained in a
wide range of mechanical and electronic skills required to create custom fleets of mobile
digital studio Enclaves. On September 17th, New Mexico’s Governor Richardson announced
the creation of the Tribal Economic Development Task Force to help tribes attract high wage
jobs, and benefit from the tourism and film industries and establish enterprise zones. This
timely development supports the Company’s desire to collaborate with New Mexico’s tribal
communities being key to the success of its long-term endeavors in the state.

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Additional Objectives

Enclave Franchising: The Company will offer exclusive territorial franchises (outside of the
Southwest United States) to third parties. After construction of the first two Enclaves, the
Company will commence construction and delivery of franchised Enclaves in exchange for
substantial franchise fees, on-going royalties, maintenance, and upgrade service agreements.
Each franchisee will be free to deploy and use its Enclaves as it determines.

Research & Development Lab: The Company will operate a small, strategic research and
development Lab to incubate, patent, and commercialize technology for digital filmmaking
and media education. Technologies developed in the ‘Mysterious Lab’ will be beta-tested and
deployed on the Company's own projects for in-house competitive advantage and
subsequently licensed, franchised, or spun-out for commercialization to third parties for
industry-wide implementation.

Mysterious Labs will leverage its wide spectrum of strategic relationships with camera
manufactures, computer companies and software developers to co-invent next-generation
filmmaking technology. Lab activities will assure the Company’s position as a preeminent,
cutting-edge operation.

Professional Training: The Company plans to provide hands-on and virtual educational
opportunities for New Mexico residents, utilizing the Company’s projects and technologies.
The Company intends to partner with New Mexico schools, colleges, and private institutions
and to provide employment opportunities for qualified graduates. The Company will focus on
providing educational and vocational opportunities for Native Americans as an essential part
of its on-going endeavors in the digital arts, IT, mechanical and electronics trades.

Value Proposition: Media Fusion

The phrase “Media Fusion” summarizes the Company’s competitive strategy. The first fusion
point is the commingling of CG VFX and post-production services under one roof.

The second fusion point refers to the addition of the mobile digital fleet which joins live-action
photography production services and digital post-production disciplines into a unified creative
process.

Most significantly, Media Fusion describes the advantages stemming from the combining of
the mobile and fixed digital facilities with the film financing activities. Interlocking these
activities will both enhance the traditional revenue streams as well as generate new revenue
streams.

Lastly, the Media Fusion strategy brings a comprehensive utilization of the opportunities
afforded by the New Mexico incentive, loan, and rebate programs to an extent not yet
realized in the entertainment industry.
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Competitive Advantages

No in-state Competition: To the Company’s knowledge, there are currently no existing or

planned studio operations in New Mexico which directly compete with Mysterious Enterprises
in the Media Fusion, visual effects post services, or mobile services, domain.

New Mexico Based Company: The Company is conceived and substantively operated by
resident New Mexican professionals who are intimately familiar with the state's distinctive
multi-cultural imperatives, personally committed to the long-term educational and economic
evolution of New Mexico, and especially qualified to execute the Mysterious Enterprises
business objectives. As such, the Company will be the first media studio to systematically
recycle tax credit rebate monies, film profits, and investments back into the state.

Unique Management Team: The members of the management team represent special
expertise in the diverse skill sets necessary to deliver the Media Fusion vision of the
Company. The Company’s management team consists of a powerful group of experienced
producers, business professionals, advanced technical architects and production managers.
Moreover, the majority of the management team are New Mexico residents.

Costs: Start-up costs for the Company’s digital facilities and mobile fleet are a fraction of the
cost of more traditional film production studios which include substantial land acquisition and
construction budgets for sound stages and physical back lots.

Breadth of Capacity: Mysterious Mobile studios will provide unparalleled capabilities for
filming in New Mexico's less accessible scenic locations, villages, and urban neighborhoods,
many of which do not normally attract much of the film business. The fleet’s tactical digital
capabilities are designed to augment, rather than compete with third party sound stage
facilities, thereby dramatically expanding the resources available to film producers in New
Mexico. These expanded offerings will attract increasing amounts of production and post-
production to New Mexico, and have a substantial positive impact on the state’s incentive
programs and future workforce.

Filmmakers will have real-time access to every aspect of their movie during each stage of the
process via the operational fusion of pre-production, production, and post-production enabled
by the Company’s Media Fusion strategy.

Revenue Synergies: By financing its own films, the Company will be able to guarantee
early and ongoing utilization of its mobile and fixed facilities, thereby insuring a foundation
revenue stream from the outset of operations.

Mysterious Enterprises controls a number of feature film properties to be produced entirely in

New Mexico. Additional intellectual properties pertaining to mobile studio applications, virtual
studio software, and other proprietary systems are developed assets of the Company's
executives.

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Revenue Streams

Mysterious Enterprises’ activities will generate multiple, recurring revenue streams including:

Feature film revenues: Ownership in films financed by the Company will produce
traditional revenues from theatrical (box office) and non-theatrical (television, DVDs,
Internet, etc.) revenues world-wide.

Third Party Work-for-Hire Digital facilities revenues: Revenues from CG VFX and post-
production activities will be earned on a work-for-hire basis both from third party clients as
well as from the feature films produced by the Company’s film production activities. The
Company will realize market price margins from third party clients.

Digital Facilities Revenues from the Company’s own feature films: The Company will
price its digital services at a discount for its own in-house projects. The multiple benefits in
doing so include 1) To generate revenues shortly upon completion of the facilities without
initial reliance on third party contracts; 2) To serve as a marketing context for the Company
to attract on-going third party work-for-hire clientele; 3) To provide on-going minimal annual
revenues sufficient to maintain Company operations without the necessity of securing third
party contracts.

Mobile Digital Studios Rentals: The Company anticipates that the mobile digital fleet will
produce substantial rental revenues. In addition, by providing integrated production and post-
production services, it is anticipated that the rental revenues from the use of the mobile
Enclaves will exponentially increase the Company’s CG VFX and post-production services
revenues, both for third party films as well as the Company’s own projects. Once deployed,
the Company anticipates that its mobile studio Enclaves will be in sharp demand and
substantively book year round.

Mobile Digital Studios Franchising: Revenues will be realized through franchising mobile
digital studios nationally and internationally. The Company intends to receive 1) substantial
up-front fees from franchisees sufficient to cover all construction and delivery costs;2)
ongoing royalties from franchisees; 3) revenues from maintenance contracts with such
franchisees.

R&D Lab: The Company anticipates substantial additional revenues from the
commercialization, through licensing of patents and other forms of exploitation, of additional
intellectual property developed by the Company’s research and development division,
Mysterious Lab.

Professional Training: Master classes and virtual training offered by the Company will also
generate revenues from both on-the-job and virtual educational tuition, grants and sales of
software products.

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The identified multiple revenue streams will provide further assurance that minimum
revenues will be earned by the Company even if certain streams are not optimized and that
the potential total revenues are substantially in excess of realizable revenues from the
separate Company activities if they were not operationally fused in a singular enterprise.

New Mexico Government Incentive Programs

In addition to the creation of revenues described above, the Company will aggressively
maximize the substantial New Mexico Film Tax Rebates for production and post-production as
well as the full spectrum of additional economic incentive programs currently available in
state.

The Company’s activities will additionally qualify for the following programs:

• High-Wage Jobs Tax Credits • Rural Jobs Tax Credits

• Manufacturer's Investment Tax Credits • New Markets Tax Credits
• Technology Jobs Tax Credits • Research & Development Tax Credits
• Native American Incentives

Once funded the Company plans to aggressively explore all appropriate federal and state
agencies’ tax incentives, grants or other applicable programs. The Company has made a
preliminary estimate indicating that a 5%-15% cost savings may be achievable over the
course of the first 5 years operations. These potential savings are not as yet factored or
reflected in the Company’s projections.

The Company is aware that the State Investment Council has recently tightened the rules
regarding qualification for film production loans under the New Mexico Film Investment Loan
Program. The new rules are set forth in a Transparency and Disclosure Policy document dated
July 28, 2009.
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Among other things, the Policy document details the full disclosure required and also clarifies
that loans will only be made to the principals involved in the production of each film, and not
third party intermediaries.

The new Policy has been issued in response to prior practices stemming from the utilization of
the New Mexico loan program by out-of-state production companies.

The Company believes that its status as a New Mexico owned and operated entity, with a
substantial physical facility and employees within the state, will allow the Company to easily
comply with all new rules of transparency and disclosure and, in fact, act as a model for the
entire loan program.

Pro Forma Revenue and Costs Summary

Basic Assumptions: Projections are based on all intended Company operations divided into
the two primary components, Film Financing & Production, and Digital Facilities and
Operations.

The Facilities & Operations component includes revenue and cost allocations for the fixed CG
VFX and POST facility, rental of mobile studio Enclaves, franchising of mobile studio Enclaves,
commercialization of Lab technologies and professional training. The Facilities component
does not reflect any ongoing revenues or costs in Years 6-10 other than an Operations
recoupment of P&A investments.

As to the Film Financing and Production component, the revenue projections are
conservatively estimated and represent a low end base case scenario. The projections
assume producing 8 films in the first 5 years of operation, one in each of the first 3 years,
two in the fourth year and three in the fifth year. All films are assumed to cost $15 million
and be financed by a New Mexico State Investment Council loan secured by guarantees
provided by the Company.

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All loans are no-interest loans with maturity of between 3 and 5 years. Conservative
distribution revenue scenarios of these 8 films are assumed to be as follows:

• Three films lose money, recouping only $12m each.

• Two films break even, recouping $15m each.
• Two films show a modest profit, returning $18m each.
• One film shows a slightly larger profit, returning $20m.

Calculations in Years 6-10 reflect additional forms of revenue from distribution agreement
renewals, re-licensing, and library sales. These revenues are assumed to be returned to the
Company 2/3 in the second year following production of each film and 1/3 in the third year.
All loans are repaid in the third year following production.

All films are assumed to throw off $3,000,000 of NM tax rebates (20% of each budget) and
have a residual library value of 10% of the distribution revenues earned by that film.

P&A funds advanced by the Company are reflected within the “Facilities & Operations”
revenue and cost categories.

All funds advanced for P&A purposes are recouped in the year following expenditure and all
funds return 5%.

More detailed projections are available from the Company on request.

Company Value and Liquidity

Within 5 years, the Company intends to create a valuation which would be approximately ten
times the amount of the total minimal capital invested.

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The Company intends to maintain operations in all revenue-producing areas over the long
term. In order to continue to produce and finance motion pictures, the Company may
leverage additional rounds of financing, roll over loan guarantees, and/or utilize cash flow to
fund additional films.

The Company may elect to create periodic liquidity events, including periodic sale or sales of
the film library, a common methodology for film production/finance companies that hold film
copyrights.

The film library may be sold every 5-7 years while the Company remains privately held and
operational. The primary purpose of such library sale would be to provide investors with cash
returns. Library value consists of projected net future receipts from the distribution of
pictures produced and released by Company. The future receipts described can be from
existing markets such as television and pay-per-view, or from markets that do not yet exist or
have not yet matured into viable revenue sources (i.e., broadband distribution via the
Internet).

Funding Requirements
Short-Term Funding: At this time, the Company is seeking $300,000 as initial development
stage capital. These funds will be used to cover the minimal cost of Company operations for a
period of nine months to enable the Company to finalize its business plan, raise the required
funding, and enter into key agreements with initial clients, employees, and suppliers.

Long-Term Financing: The Company requires a minimum, immediate cash investment of

$25m to establish the New Mexico digital facilities, construct the first two Enclaves of the
mobile digital studio fleet, establish offices, cover all Company operations and personnel
expenditures for a period of two years, cover development and early stage film financing
activities, and establish the revolving "P&A" account.

The Company requires additional funding in the form of guarantees of the loans to be made
to the Company under the New Mexico Film Investment Loan Program, or both, in an amount
of up to $60m. Loan guarantees may be paid in over time as needed or rolled over to secure
loans for additional films. See Appendix “A” for Use of Funds projections.

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Executive Resumes
Michael van Himbergen
Chief Executive Officer

Van Himbergen has over 25 years experience in the start-up and management of award-winning digital media
companies. Michael is a native of Hollywood, CA who relocated to Questa, New Mexico in 2003. This year,
Michael was the Visual Effects Producer for Synthespian Studios on Disney's recent sci-fi feature “Surrogates”,
starring Bruce Willis. Van Himbergen's visual effects credits include “What Dreams May Come”, “Stargate”, “Die
Hard”, “Spaceballs”, and other major studio features. Michael was an initial contributor to the New Mexico Media
Initiatives Strategy for the Governor’s Office.

Previously Van Himbergen was a principal start-up executive for academy award winning CG VFX companies
Mass Illusion (“What Dreams May Come”), and Manex VFX (“The Matrix”). Additionally, Michael was the in-
house VFX Producer for Los Angeles-based Apogee (“Michael Jackson's Black or White”, “Spaceballs”), Kleiser-
Walczak Construction Company (“Stargate”, Luxor Las Vegas”), and Boss Film Corporation (“Die Hard”, “Hunt for
Red October”).

Michael has lead several digital media cluster endeavors including Northern California's decommissioned
Alameda Navel Air Station, planning the Kauai Institute of Media Communications, developing Germany's
Babelsberg High Tech Center, and other large-scale projects. Van Himbergen holds a BFA in Film & Video from
California Institute of the Arts (CalArts). Michael, Bob Kaplan, and Rain Blackman have worked for the past two
years on the development of several feature film projects and planning for the launch of Mysterious Enterprises.

Robert Kaplan
President

Bob Kaplan has been a practicing Hollywood entertainment attorney and Executive Producer for over 35 years,
first with the preeminent firm of Kaplan, Livingston, Goodwin, Berkowitz & Selvin and with his own firm, Stein,
Kahan & Kaplan. As an attorney, Mr. Kaplan has been involved with feature film and television production and
distribution, film and corporate financing, music and intellectual property matters, having represented major
studios, talent agencies, production companies, individual producers, directors, writers and actors.
Bob served as a senior business affairs executive at Warner Bros. Pictures in London, handling all European
motion picture business affairs in the production of “Clockwork Orange” (Stanley Kubrick), “O! Lucky Man”
(Lindsey Anderson) and other films. Subsequently, Kaplan has specialized in the financing of films, having acted
as legal counsel, executive producer or a production executive on over 20 independent films, including
“Papillon,” starring Steve McQueen and Dustin Hoffman, “Krush Groove,” starring Run-DMC, the Beastie Boys
and LL Cool J, and “I’ll Sleep When I’m Dead,” starring Clive Owen. Bob also funded and operated his own film
development company, through which several films were produced, including the cult classic “Night of the
Comet.” Currently, Bob is producing a handful of films, including “Forty Lashes Less One,” written by Elmore
Leonard, and “Piece of Cake,” an original screenplay co-written by Bob.
Kaplan is a graduate of Dartmouth College (1963) and Boalt Hall School of Law at the University of California at
Berkeley (1966). He is admitted to the Bar of the State of California. He created and, for over 32 years, teaches
the course on the business aspects of film production at the American Film Institute Conservatory in Hollywood.

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Rain Blackman
Senior Vice President of Business Development

Rain is a 5th-generation New Mexican of Mescalero Apache and Hispanic heritage with over 20 years of
experience in management consulting for the growing and diverse communities of New Mexico. Rain is often
called upon to foster relations in cross-cultural settings and will function as the principal cultural and political
liaison for the Company. She has worked for the private sector with real estate project development teams in the
redevelopment of downtown Albuquerque. Rain has donated many hundreds of hours to nonprofit foundations
throughout the state, including the National Hispanic Cultural Center, Native American Rights, the New Mexico
Multi-Cultural Foundation, and Notable New Mexicans.

Rain’s experience includes community relations, leadership and team development, design and implementation,
strategic and operational planning, marketing and public relations in government, nonprofit, and corporate
settings. Rain’s focus over the last several years has been centered on developing opportunities for the
emergence of the New Mexico-based digital media cluster in collaboration with Michael van Himbergen and Bob
Kaplan.

Additionally, Rain has also contributed to numerous renewable sustainability energy programs, green build, and
Native American Initiatives in conjunction with rural development and education. As the CEO of VizuaLanguage
Communications, Inc., Rain has had a private consulting firm for the past five years with a multidimensional
view of promoting sustainable global solutions in economy, energy, and education for New Mexico.

Michael MacKay
Chief Technology Officer

Michael MacKay has over 30 years experience in the multimedia industry. His experience ranges form
international field production to system architecture for the world’s largest multi-channel Direct Broadcast
Satellite systems. He has made major contributions to the production and technology development aspects of
the business, is the inventor of over 12 patents in this field, and has more in process. Michael is the designer of
Mysterious Mobile studios.

MacKay designed and operated online multi-format postproduction facilities for Varitel EDS Digital, Hewlett
Packard Labs, Chevron Research, Pacific Gas and Electric, and Lawrence Livermore National Laboratories.
MacKay was the information architect for the Babelsberg f/x Center in Germany. MacKay was involved in the
design and development of GM Hughes DirecTV. MacKay was involved in the design and authored the RFP for
the MEASAT ASTRO Malaysia DBS system. MacKay consulted United Pan Europe Communications [UPC] and e-
City on their broadband deployment in Europe.

MacKay was the visionary lead system architect for Sony’s EIGER; Intelligent Studio project. At DiaQuest,
MacKay was involved in the design and development of video machine control systems for AMPEX, Cubicomp,
and Wavefront Technologies.. Since 1994, MacKay has collaborated with Michael van Himbergen in the
development of the media facilities at Alameda Navel Air Station in California and designs numerous media
cluster projects in Europe and the US. Michael re-located from California to New Mexico in 2009.

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Anthony Mark
Executive in Charge of Production

Tony Mark is a seasoned writer, director, producer, and unit production manager residing in New Mexico. His
work includes Academy Award and Emmy nominated films “The Fisher King”, and the telefilm “Witness
Protection” for HBO. Tony has produced two films that were shot in New Mexico, “Border Town” and the recent
“Georgia O’ Keeffe”. Also in 2009, Tony was the Executive Producer on the critically acclaimed feature “The Hurt
Locker” directed by Kathryn Bigelow, which won four major awards at this year’s Venice Film Festival.

Currently, Tony is currently producing the features "Blood and Thunder" by New Mexico based writer Hampton
Sides; "Custer Battles" starring Matthew McConaughey, and "The Inexplicable Case of Timothy Leary" with City
Entertainment and Richard Gere. Tony’s producing credits also include “Ultra Violet”, “Once Upon a Time In
Mexico”, “Scary Movie 2”. Tony’s background reveals a rich and diverse range of endeavors including stints as
fashion photographer, photo journalist (New York Times, The Daily News, UPI), and award winning theatrical
actor. Additionally, Tony has produced commercials for IBM, GE, Texaco, Coca-Cola, written scripts for MGM,
ABC, NBC, Showtime and USA Networks, and directed second unit on films for HBO, CBS and Dimension.

Mark attended prestigious Carnegie-Mellon University and co-founded and serves on the Board of Directors for
Assistance Dogs of the West, an organization that provides service dogs to the disabled.

Michael Roban
Vice President of Film Finance

Michael Roban has a wide range of experience as an entertainment attorney, Executive Producer, and Business
Affairs Executive. Michael was an Executive Producer on two films shot in New Mexico, “Love N’ Dancing” and
“St. John of Las Vegas”. Prior to launching his film finance company, Cold Fusion Media Group in 2007, Michael
was the COO and Head of Business Affairs at Stone Village Pictures. In addition to managing the day-to-day
operations, Michael oversaw the financing and business affairs of the company and its productions, including
“Penelope” (starring Christina Ricci and Reese Witherspoon) and “Love in the Time of Cholera” (directed by Mike
Newell and starring Javier Bardem), of which Michael is also an Executive Producer.

Additionally, Michael was executive Vice President of Business Affairs and Operations for Participant Productions
where he negotiated and completed deals for the acquisition of numerous properties for development and a
major co-financing agreement with Warner Bros. for the motion picture “Syriana” (starring George Clooney and
Matt Damon) and “Class Action (starring Charlize Theron)
.
Prior to that, Roban served for three years as the Head of Business Affairs and Acquisitions for ContentFilm the
motion picture and sales company headed by Edward R. Pressman and John Schmidt, where he worked on “The
Cooler”, “Never Die Alone, “The Guys”, “Undertow”, and other films. Michael was an Executive Producer on the
award-winning feature “Secretary”, “Happy Hour” and “Fur” (starring Nicole Kidman and Robert Downey, Jr.).
Michael is a graduate of Union College, Schenectady, NY and Benjamin N. Cardozo School of Law.

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Kelli Richards
Vice President of Digital Media Business

Kelli Richards has over 20 years of experience in technology and the digital music and entertainment industries
and has operated All Access Group, a digital music and media consultancy in Northern California, for the last 10
years. Kelli’s areas of expertise include disruptive, innovative consumer technologies and issues affecting digital
distribution of premium content (broadband, mobile, live event, digital cinema). Kelli’s clients have included
Apple, Motorola, Sony, Philips and Virgin Mobile, Akimbo, Orb Networks, PassAlong Networks, and Gracenote.

Prior to establishing All Access Group, Kelli spent 10 years at Apple, launching and driving the company’s music
and entertainment initiatives. She also worked with Silicon Graphics in their Entertainment Marketing group;
with EMI Music as an A&R executive, and at Guitar Player Publications. Kelli is acknowledged as an early pioneer
in digital music and an acclaimed producer for industry events including MB-5, Tribute to Paul McCartney CD,
California Music Awards, Webby Awards, the Pollstar Awards, and many other projects.

Kelli co-authored the book "The Art of Digital Music" and is a frequent moderator and speaker at industry
conferences around the. She is a Certified Life Coach through the Ford Institute for Integrative Coaching, a
Board Member of NARAS (Grammys) in San Francisco, and holds an MBA with an emphasis in marketing, and a
BA in marketing/filmmaking from San Jose State University.

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Appendix “A”

Use of Funds:

The $15m of funding allocated for all personnel, corporate operations and contingency, other
than the $5m for development activities and the $5m in P&A expenses, is estimated to be
adequate to cover all costs of operations for a period between one year and eighteen months
until Company revenues are sufficient to sustain all operations indefinitely without the need
for additional investment.

Subsequent investments for future activities will be determined based on further film and
television project financing requirements and facilities growth. Funds will be procured, if
necessary, through a mix of private equity and debt leveraged by hard assets, state and
federal incentives, cash rebates, and tax credits.

The Company desires to fund its operations through the investment of a single entity or a
small number of interested parties. Due to the multidimensional nature of its enterprise, the
Company is pursuing strategic, long-term relationships to achieve its funding goals.

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