FRIES FILM GROUP, Inc.

REVISED AND FINAL AFM PRODUCT LISTINGS

To: Film Studio An Der

Buyer

Pleas be advised these are our Final mass e-mail product listings. We look forward to potentially meeting many of you in Los Angeles at the AFM.

OFFICE at AFM: Topanga Suite, 7th Floor of Loews Hotel.

(If you have already received our invitation please accept our apology for the duplicate transmission.) ===============================================================

Dear

Mr. Charles Fries and myself, Adam Welles (New team member to the Fries Film Group)

invites you to discuss our exciting slate of films at AFM - FALL MARKET 2004.

Please take a moment to make an appointment with us. If you can suggest

two times that will be convenient for you, we will get back to you with a confirmation.

Please respond via email - mailto:awelles@friesfilms.com awelles@friesfilms.com or via fax at 818-888-3042.

Best regards.

Adam Welles

Vice President, Worldwide Sales

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YOUR COMPANY: _______________________

EXECUTIVES ATTENDING:

Executive Name:______________________________ Email:________________________

Executive Name:______________________________ Email:________________________

Executive Name:______________________________ Email:________________________

1st Suggested Date ______________ Time______________

2nd Suggested Date ______________ Time______________

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PRESENTS THE FOLLOWING ENTERTAINMENT PRODUCT:

NEWLY COMPLETED AND SCREENING AT THE AFM:

COOKERS

Genre: Thriller

Synopsis: Two white-trash drug addicts, Hector (Brad Hunt) and his girlfriend, Dorena (Cyia Batten), steal a van load of chemicals used to "cook" crystal-meth. On the run from outlaw bikers they ripped-off, the couple breaks into a rural farmhouse where they cook up the batch of grade-A speed with the intent of selling and getting out from under. However, as they begin to use the speed, strange things begin to happen at the house and they're not sure if they are hallucinating or is it real. "Cookers" is being released in the US by Palisades Pictures.

SCREENING SCHEDULE:

Nov. 5th Laemmle Monica Screen #1 11:00 am

Nov. 8th Laemmle Monica Screen #1 09:00 am

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IN POST PRODUCTION:

BANDIDOS

Genre: Thriller

Synopsis: Super thief Max Cruz must rescue a kidnapped CIA

operative who is held by a Mexican crime Lord in an impenetrable

fortress. Carlos Gallardo plays Max Cruz, the character he created in EL

MARIACHI and DESPARADO in this action-packed thriller directed by Academy

Award winner Roger Christian (BATTLEFIELD EARTH).

Cast: Carlos Gallardo, Angie Everhart, Kim Coates, Matt Craven.

LAGUNA

Genre: Thriller

Synopsis: The son of a mafia hit man must confront his father's violent

legacy before his checkered past catches up to him permanently.

Cast: Joe Mantegna, Henry Cavill, Sergio Castilito, Emanuelle Seigner, Charles nzavour.

Shot in New York and Venice, Italy. European certified production. In post-production.

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IN PRE-PRODUCTION:

ALIEN AGENT

Genre: Action

Synopsis: A lawman from another Galaxy must stop an

invading force from building a gateway between the two worlds.

Cast: To be announced at AFM.

CANES

Genre: Thriller

Synopsis: A New York executive tries to break a pact with the

devil who has been controlling him with a mystical, evil cane.

Cast: Eddie Furlong (In negotiation).

HUNT FOR THE DEVIL

Genre: Thriller

Synopsis: A New York City detective tracks Europe’s bloodiest serial killer after

his fiance becomes the latest victim.

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PRESALES:

LAMBS OF GOD

Synopsis: Carla, Margarita and Iphigenia are three nuns living in a crumbling monastery on a remote island, forgotten by time, the world and the Church. Their liturgical calendar is governed by changing of the seasons, and by the rising and setting sun. Their days are spent performing a ritual of prayer and storytelling, as they knit the wool of the sheep that inhabit the monastery grounds and into whose bodies they believe their deceased sisters souls to have entered.

Then one day, seemingly out of nowhere, a priest appears. Hoping to rise in the Church hierarchy, he has presented plans to his bishop to convert what he believes is an uninhabited and valuable piece of Church property into a resort for the wealthy-and he has come to survey the land. Father Ignatius is as surprised to see the nuns as they are to see a flesh and blood man, and what follows is the strange, moving, and often hilarious story of their struggle-a struggle of wills, but also faith.

Lambs of God is a beautifully written, haunting story of colliding traditions, conflicting beliefs and magical transformations. It weaves together Christian belief, classical mythology, fairy tales, Celtic lore, and mysteries of the natural world into one of the most memorable and gripping contemporary novels. Lambs of God is a wildly original investigation into the nature and complexities of faith.

Cast: Winona Ryder, Judy Davis & Martin Henderson

DR. LOPEZ

Genre: Period Political Thriller

Synopsis: Dr. Roderigo Lopez, an exiled Portuguese Jew, is appointed to the highly prestigious position

of personal physician to Queen Elizabeth I, seemingly by sheer chance only to be implicated in a conspiracy to poison the Queen.

Devastated by the Queen's seeming reluctance to intercede on his behalf, but fully aware of her conflicting loyalties,

Lopez can do little more than helplessly watch as political machinations push him inexorably toward the gallows.

Director: Michael Radford.

Cast: Dustin Hoffman.

THE FURTHER ADVENTURES OF PINOCCHIO

Genre: Family

Synopsis: The adventures continue in this third installment of the franchise which stars Martin Landau and

Udo Kier.

MIDNIGHT BOOGIE

Genre: Action Thiller

Synopsis: Ivory Coast- Africa -- five young

parachutists go on a competition jump over IVORY COAST, but as a result of

a "dare devil" escapade end up in northeastern part of the country

where their plane is shot down by REBEL FORCES. The young men are captured

and accused of spying for the C.I.A., then brutally tortured. GUERILLA

FORCES wage a surprise attack on the camp where the young men are held,

but instead of being rescued they become prisoners of the guerillas and

are forced to take part in their MISSION -- the destruction of the

CABINDA OIL FIELDS. It is this complex, which the life blood of the

communists, for without it there would be no money to pay for the rebel

defense force, no money for the French supplied arms -- and NO WAR!

Starring: Steven Dorff

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COMPLETED (SELECTED TITLES):

Jack London's THE CALL OF THE WILD

Genre: Adventure

Synopsis: As BUCK grows from a

prized and pampered house pet, he is forced to kill or be killed at the

head of a sled team. Through his eyes, we see that the the fierce

conditions of the Klondike Gold Rush come not only from the brutal weather of

Alaska's winter, but from the evil and stupidity of men. When a good

man, JOHN THORNTON (played by Rutger Hauer) saves BUCK's life, BUCK

returns the favor by ripping out the throats of Indians who kill THORNTON in

a climatic showdown. Finally free to heed THE CALL OF THE WILD, BUCK

returns to run with his wild wolf brothers.

Cast: Rutger Hauer. Narrated by Richard Dreyfuss. Director: Peter Svatek.

CHARADES (aka FELONS)

Genre: Thriller

Synopsis: What starts as a nice afternoon barbecue with good friends quickly turns ugly as one man begins a sadistic

game of violence and blackmail, eventually revealing a dark secret- that

the host and hostess are murderers.

Cast: Erika Eleniak, C. Thomas Howell, Jack Scalia, James Russo.

Director: Stephen Eckelberry.

THE CLOWN AT MIDNIGHT

Genre: Horror/ Thriller

Synopsis: A teenaged girl confronts the

psychotic killer who murdered her mother years ago.

Cast: Christopher Plummer, Margot Kidder. Director: Jean Pellerin.

DEMON HOUSE

Genre: Horror/ Thriller

Synopsis: A group teens on the run from the police seek

refuge in the remote Hull House where a beautiful demon seeks to

transform her guests into her bloodthirsty minions.

Director: Jimmy Kaufman (POLTERGEIST- THE LEGACY).

EL TRONADOR

Genre: Action/ Thriller

Synopsis: EL TRONADOR is a cold blooded executioner who

stalks the mean streets of Los Angeles. He is a man with no

name, no feelings and no mercy. CARDIMIL, an ex-gangster, hires EL

TRONADOR to collect on a large sum of money from the villainous WALDO EL

HERMOSO, the most powerful drug lord in town. But when HERMOSO murders

CARDIMIL and kidnaps his beautiful daughter a bullet-ridden frenzy ensues

as EL TRONADOR will stop at nothing to rescue the only thing he cares about.

FATAL BLADE

Genre: Action

Synopsis: When a drug deal goes bad, the Japanese Mafia

send their most lethal assasin from Tokyo to Los Angeles to deal with the

problem. Only one man can stop him, an LAPD Detective who figures out

the truth behind theYakuza.

Cast: Gary Daniels. Director: Talun Hsu.

FOR HIRE

Genre: Thriller

Synopsis: A successful writer manipulates an innocent man

into committing murder by convincing him he's only got two months to live.

Cast: Rob Lowe, Joe Mantegna. Director: Jean Pellerin.

HEMOGLOBIN

Genre: Sci-Fi/ Horror thriller

Synopsis: A man and his wife journey to a remote island off the coast

of Maine in a desperate attempt to find a cure to the blood

disease killing him, but find a horrifying family secret instead.

Cast: Rutger Hauer, Roy Dupuis (TV's LA FEMME NIKITA)

Director: Peter Svatek. Completed.

HITTERS

Genre: Thriller

Synopsis: A respected civic leader is caught between two

rival underworld crime families on the verge of war. He must either betray

generations of family loyalty and turn government informer, or face certain death.

Cast: Robert Davi, Carol Alt, Costas Mandylor, Louis Mandylor Frank Stallone. Completed.

ICE RUNNER

Genre: Action/ Adventure

Synopsis: A CIA Agent, abandoned by his

government, is forced to escape the icy Russian Gulag on his own.

Cast: Edward Albert. Director: Barry Samson.

LAPD- TO PROTECT AND TO SERVE

Genre:Action

Synopsis: L.A.'s finest have just crossed the "thin blue line" between cop and

criminal in this explosive action thriller based on a hard hitting and gut wrenching true story of the

Los Angles police department's battle with corruption.

Cast: Michael Madsen, Dennis Hopper, Charles Durning, Marc Singer. Director: Ed Anders.

Sir Arthur Conan Dole's THE LOST WORLD.

Genre: Adventure

Synopsis: A brilliant scientist forms a crack team of explorers and embarks in a hot-air balloon

to test his theory of a hidden island where dinasaurs and cave-men still roam.

Cast: Patrick Bergin. Director: Bob Keen.

MEMORY RUN

Genre: Sci-Fi thriller

Synopsis: In the future, huge corporations use the

bodies of condemned criminals to offer immortality to their customers.

Cast: Matt McCoy, Saul Rubinek. Director: Allan A. Goldstein.

MEN

Genre: Erotic Drama

Synopsis: A beautiful and fiecely independent young woman

pursues her ambition to become a haute cuisine chef while seducing a

variety of men to educated herself in the realm of lust and love.

Cast: Sean Young, John Heard, Dylan Walsh. Director: Zoe Clarke-Williams.

THE NEW ADVENTURES OF PINOCCHIO

Genre: Live-action family adventure

Synopsis: From academy award-winning director Michael Anderson

(whose latest picture is 20,000 LEAGUES UNDER THE SEA for Hallmark) comes an all new magical adventure.

Cast: Martin Landau and Udo Kier reprise their starring roles.

Gabriel Thomson (ENEMY AT THE GATES; GREAT EXPECTATIONS).

THE POSSESSION- WITCHBOARD III

Genre: Horror/ Thriller

Synopsis: Lured by the spirit of the Ouija, Brian Fields passes through a portal to a parallel universe

as a demon passes into his body, intent on ruthless and avaricious self-fulfillment and destroying anyone in his path.

Director: Peter Svatek.

PROGENY

Genre: Sci-Fi thriller

Synopsis: A young doctor finds that his wife is carrying an Alien fetus in her womb and seeks to destroy it but save his wife's life.

Cast: Arnold Volsoo (THE MUMMY; THE MUMMY RETURNS) Brad Dourif (THE LORD OF THE RINGS Trilogy).

Director: Brian Yuzna.

Executive Producer: Stuart Gordon (SPACE TRUCKERS, FORTRESS).

SINBAD: BEYOND THE VEIL OF MISTS

Genre: Animated adventure

Synopsis: Sinbad undertakes a perilous voyage into uncharted waters to save a Kingdom from a wizard's evil spell.

Cast of Voices: by Brendan Frasier, Leonard Nimoy, John Rhys-Davies and Mark amill.

SOUTHERN CROSS

Genre: Thriller

Synopsis: When his father dies in a mysterious mining

accident, PHILIP BERGMAN inherits his father's wealth. But during his

trip to Chile for the funeral, PHILIP winds up avoiding death at every

turn until he can figure out who murdered his father. Cast: Esai

Morales, Malcolm McDowell, Michael Ironside. Director: James Backet.

TIME OF FEAR

Genre: Thriller

Synopsis: A psychological thriller thrusting an FBI agent and a grieving father into the dark world of a demented killer.

UNDERCURRENT

Genre: Thriller

Synopsis: A ex-cop just-released from prison arrives in

Puerto Rico to manage a night club and becomes a pawn in a local power

play involving a major drug dealer and the beautiful femme-fatale wife of the club owner.

Cast: Lorenzo Lamas. Director: Frank Kerr.

THE VERSACE MURDER

Genre: Thiller

Synopsis: July 15, 1997... The world is shocked at the news that acclaimed

Italian fashion designer GIANNI VERSACE (Franco Nero "Camelot" & "Die Hard 2")

has been brutally murdered, execution style, on the steps of his posh Ocean Drive

villa in the famous South Beach section of Miami Beach, Florida. Shortly thereafter, the

authorities, led by FBI Special Agent JOHN JACOBY (Steven Bauer "Scarface" &

"Primal Fear") announce a nationwide manhunt for their only suspect,

alleged spree killer ANDREW PHILLIP CUNANAN (Shane Purdue), part time hustler

and full time play boy, from San Diego, California. Follow Andrew's

bloody steps from his farewell dinner party in san diego to executing

VERSACE and CUNANAN's subsequent suicide on a Miami Beach houseboat.

CHANINAGO

Genre: Action / (Spanish language feature film)

Synopsis: Braulio, a young man of Chinese descent, discovers an ancient Shoalin Medallion in his

grandfather’s grave. Unbeknownst to Baulio, the medallion is priceless, and is being sought by a

powerful Hong Kong crime lord who will stop at nothing to recover the unique gold piece.

Cast: Marko Zaror, Susana Gonzalez

ENTRE LLAMAS: Into The Flames

Synopsis: When a policeman uncovers a conspiracy by several corrupt cops to steal a large supply of cocaine,

he is shocked to learn that he is marked for death and that his Uncle, the Mayor is part of the plot.

Cast: Marko Zaror, Maria Zapico