The securities offered herein may only be offered and sold to a Limited number of "accredited" investors who meet certain standards of eligibilities. See "suitability standards for investors."

Confidential Private Offering Memorandum

Dated as of November 31, 2002

$1,000,000.00

Limited Liability Interests In

BSS Entertainment LLC

One Thousand Liability Interests (" Interest")

$1,000.00 Per Interest

Minimum Investment: 1 Interest ($1,000.00)

($1,000,000.00)

BSS ENTERTAINMENT LLC a North Carolina limited liability company (the LLC) has been formed for the purpose of acquiring, owning, developing, managing and operating, for profit, a entertainment company that will write, develop and create low budget films and short film projects, 3400 Biggers Road, Concord, North Carolina 28025 (The "Company"). See "Proposed Business of the Company."

This offering involves a high degree of risk. Only those Individuals who can afford a total loss of their investment in the company will be offered and should purchase the interests being offered hereby. Investors in the interests should carefully consider the information under "Risk Factor."

Holders of interest may not be able to liquidate their investment in the event of emergency or for any other purpose. There is no trading market for the interests and none is expected to develop. See "Risk Factor-Limited Transferability; and Summary of Agreement."

These Securities have not been approved or disapproved by the Securities and Exchange Commission or with any state securities administrator, nor has the commission or any such administrator passed upon the accuracy or adequacy of this memorandum. Any representation of the contrary is a criminal offense.

(i)

PRICE TO INVESTORS SELLING COMMISSION PROCEEDS TO COMPANY

Per Interest $1,000.00 $0.00 $1,000,000.00

1,000 Interests______________________________________________________________________________

Total $1,000,000.00 $0.00 $1,000,000.00

The offering price of the interest has been unilaterally determined by the managing members of the Company. The offering will terminate upon the first to occur of either: At 5:00 P.M. Eastern Standard Time on DECEMBER 31, 2003 (I) Though the sale of the minimum number of interest or (II) Unless the Managing Members elect to extend the offering until January 31, 2004 or some other date specified by the Managing Member in writing.

The interests are being offered only to accredited investors who meet the suitability standards described herein and who are acquiring such interest for long-term investment without a view towards further distribution. See "Suitability Standards For Investors."

No representations or warranties of any kind are intended or should be inferred with respect to the economic return which may accrue to the members of the Company.

There is no public market for the interest offered hereby, and none is expected to develop. Each investor will therefore be required to hold the interest for an indefinite period of time and continue to bear the economic risk of a total loss of such investment. The interests offered hereby have not been registered or qualified under the securities act of 1933, as amended (the "ACT"), or applicable state securities laws in reliance upon exemptions there from. Therefore, the interest may not be sold, transferred or otherwise disposed of unless registered or qualified under the ACT and applicable state securities laws or exemptions there from are available. In addition, interests are not transferable without the consent of the Managing Entity and satisfaction of certain other conditions. Prospective investors should proceed only on the assumption that they will have to bear the economic risk of an investment in the interest for an indefinite period of time.

(ii)

Prospective investors are not to construe the contents of this memorandum as investment, legal or tax advice. Each prospective investor should consult his purchase representive(s), if any, his investment, tax or other advisors, his accountants and his legal counsel regarding this memorandum and the tax and legal nature of the proposed investment.

The managing entity will make available, prior to consummation of this offering, to each prospective investor, his purchase representative(s), or both, the opportunity to ask questions of, and receive answers from, the managing entity or a person acting on its behalf concerning the terms and conditions of this offering, the company or any other relevant matters, and furnished any additional information, to the extent that the managing entity possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information herein set forth. Prospective investors and/or any purchase representative(s) having questions or desiring additional information should call or write the managing entity, c/o Mr. Dennis Breckner, Daryl Slaton or Derek Slaton.

The Company reserves the right to reject any subscriptions for this interest, in whole or in part, in its sole discretion, and the offer of the interests made hereby is specifically made subject to the conditions set forth herein.

This memorandum has been prepared for the exclusive use and benefit of the prospective investors (and their advisors) in the interests. Under no circumstances shall this memorandum constitute an offer to sell or the solicitation of an offer to buy unless (I) This memorandum is delivered to a prospective investor named above by a person authorized to do so by managing entity; (II) The prospective investor to whom this memorandum is given satisfies the investors suitability standards stated herein; (III) The acknowledgment or receipt is completed and signed by such prospective investor and returned to the managing entity; and (IV) The prospective investorís name and memorandum identification number are inserted by the Company in the spaces provided on the cover page.

Distribution of this memorandum to any person other than such prospective investor and those persons retained to advise him is unauthorized. And any reproduction of any of its contents, without the prior written consent of the managing entity, is prohibited. Each prospective investor, by accepting delivery of this memorandum, agree to return it and all other related documents to the managing entity if the prospective investor should decide not to subscribe for any of the interest, or if his subscription is not accepted or if the offering is terminated.

(iii)

This memorandum does not constitute an offer to sell or a solicitation or an offer to buy any interest offered hereby in any state or other jurisdiction, or to any person, where or to whom it is unlawful to make such offer or solicitation. Neither the delivery of this memorandum nor any sale made hereunder shall, under any circumstance, create any implication that the information contained herein is correct as of any time subsequent to this date.

(iv)

FOR STATE OF NORTH CAROLINA RESIDENTS

Neither the North Carolina Commissioner of Corporations nor the Securities and Exchange Commission has reviewed this offering or memorandum, and the interest have not been registered under the Securities Act of 1933, as amended (The "ACT"), and therefore cannot be re-offered or resold unless they are registered under the ACT or an exemption from such registration and/or qualification is available in the opinion of Counsel for the Company.

ÝÝÝÝ

OVERVIEW OF OFFERING

The following is a summary of the transactions described more fully in this Memorandum and the attached Appendices, if any, and is qualified in its entirety by the more detailed information contained in this offering. The summary is intended for the convenient reference only and is not complete. This Memorandum and the documents describe in detail numerous aspects of the transaction which are not included in the following summary and which are material to prospective investors. The Memorandum should be read and understood in its entirety by each prospective investor and investorís advisor.

The Business and the LLC:Ý BSS Entertainment LLC (the "Company"), will conduct the business of the Company. The Company is a Limited Liability Company which has been formed under the laws of the State of North Carolina by filing the Articles of Organization with the office of the Secretary of State ‚ Raleigh, North Carolina. The Managing Members of the Company are Mr. Dennis J. Breckner, Mr. Daryl Slaton and Mr. Derek Slaton. The capitalization of the Company is intended to be $1,000,000.00, consisting of One Thousand (1,000) Member Interests at $1,000.00 each. The Company will reserve the right to sell an additional Four Thousand (4,000) Member Interests over a five year period.

Business of the Company and its Objectives:ÝÝ The primary purpose of the Company will be the realization of profits from the development, management and operations of BSS Entertainment LLC. There can be no assurance that this objective will be achieved. There can also be no assurance that the Company will make any distributions to the Members during the term of the Company.

BSS Entertainment LLC has been established for the development and production of low budget films and how-to-do videos and niche market productions. The Company will do 2 low budget film and 2 how-to-do videos or niche market productions the first year. The budgets will range between $100 to $200 thousand on the films and $30 to 50 thousand on the how-to-do and niche market productions. The Companyís goals are to create low cost films with high quality production values that will sell to video & DVD rental and retail stores, broadcast and cable television, in both foreign and domestic markets.

Risk Factors:Ý Investment in the Interest entails a high degree of risk and should only be entered into by investors who can afford the loss of their entire investment in the Company.

Memberís Capital Contribution:Ý The raising of capital will be executed in one phase. The required minimum Capital Contribution for each interest sold, which commences on January 1, 2003, will be $1,000.00. The Capital Contribution shall not accrue interest and will repay only as provided in this Memorandum. The full amount of the purchase price of any Interest purchased will be payable or credited upon admission to the Company.

-1-

Management of the Company:Ý The Managing Members will manage and conduct the day-to-day affairs of the Company. The Managing Members will have general responsibility and ultimate authority affecting the interests of the Company. Upon the Closing of the Offering, the Company will contract with the Managing Members to perform all management services for the Company, for which the Managing Members may receive fees pursuant to a Management Service Agreement and a Ninety Percent (90%) interest in the Company. The Managing Members shall be entitled to receive their pro rata interest of the Company Cash Distribution, Net Profits and Net Losses, in proportion to their respective Distribution Account, in accordance with the terms of this Memorandum.

Allocation of Cash Distribution, Net Profits and Net Losses:Ý Priority Schedule. Subject to the Priority of Distribution set forth, the Company Cash Distributions, Net Profits, and Net Losses, if any, will be allocated to the Managing Members, and the Non-Managing members in proportions to their respective Distributions Accounts, and subject to the Priority Schedule set forth below. Cash Distribution will be made quarterly on March 31, June 30, September 30 and December 31, commencing the First Quarter after the Company begins its operations, subject to available funds as follows:

Distribution Formula:Ý Net profits and net loses will be distributed in the order prescribed below and pursuant to the following formual:

To pay to the Non-Managing Members and Managing Members in accordance with their respective Percentage Interest in the Company (10% to 90% respectively).

As a result of the foregoing, assuming all One Thousand (1,000) Interests are sold pursuant to the Offering, the Non-Managing members would, in the aggregate, be entitled to Ten Percent (10%) of the Company Profits, Losses and Distributions with the remaining portion of the net Profits, Losses and Distributions (i.e., Ninety Percent (90%)) to be allocated to the Managing Members.

Membership Agreement:Ý Membership Agreement (the "Operating Agreement") will be provided to the investor prior to the close of this offering and will be added as an appendix item. Various references to the Operating Agreement in this Memorandum do not purport to be complete descriptions of the applicable provisions therein, and prospective investors should read the entire Operating Agreement. The Operating Agreement will be made available to the potential investor upon demand.

Income Tax Attributes:Ý The Company objective is to generate profits and income for distribution to the Members. Accordingly, it is not anticipated that material tax benefits or burdens will be realized by Members on account of their investment in the Interests and no prospective investors should purchase Interest to achieve any such tax benefits. Notwithstanding the foregoing, investors should be aware that investment in the Company, the ownership or disposition of the interest being offered hereby will have tax risk and consequences. No representations are being made by the Managing Members, The Company or its tax or legal counsel, or are contained in this Offering Memorandum with respect to the tax consequences to the investors of their acquisition or ownership of interest. Investors should contact their own tax advisors regarding the particular tax consequences to them of the purchase, ownership and disposition of interest, including recent changes in federal tax laws, the application of federal, state, local and foreign tax laws and possible changes in such laws.

-2-

Transferability of the Interests:Ý The interests are being offered and sold pursuant to this Memorandum only to Accredited Investors under private offering exemption, under the Securities Act of 1933, as amended (the "Act") and the Interests have not been registered with the Securities and Exchange Commission or qualified with any state securities commission. The Interest may not be re-offered or resold except pursuant to an exemption under the Act and applicable state law. In addition, the Operating Agreement provides that prior to the sale or other transfer of any refusal to purchase such Interest, any sale or transfer shall also be subject to the prior written consent of the Managing Members.

Subscription Agreement:Ý The form of Subscription Agreement is set forth in its entirety as Exhibit"D". Said Subscription Agreement contains information on how to subscribe to Interest and provisions relating to each Memberís obligations to the Company, included, but not limited to, the qualification required for investors in the Company. Various references to the Subscription Agreement in this Memorandum do not purport to be completed descriptions of the applicable provisions therein, and prospective investors should read the entire Subscription Agreement.

Compensation to Managing Members Management Services Agreement: Subject to the Priority Schedule of the Company as set forth in accordance with the terms of this Memorandum, the Managing Members have the discretion to pay themselves reasonable and necessary management fees pursuant to a Management Service Agreement.

TERMS OF THE OFFERING
This section of the Memorandum generally explains the terms and conditions on which the Interest are offered for sale to prospective investors who receive this Memorandum. Each such investor will also receive a separate ìSubscription Bookletî which contains the original Subscription Agreement and Operating Agreement which each investor must sign and submit to the Managing Members in order to purchase Interests. The Managing Members will sign and return to the prospective Investor a copy of the Subscription Agreement, and the Operating Agreement.

Offering of Interest:This Offering consists of an anticipated One Thousand Interests (each Interest

Issued to the Non-Managing Members shall be equal to one-hundredth of one percent (.01%) interest in the Net Profits and Net Losses of the Company). The total Interest of the Non-Managing Members in the Company shall not exceed and will equal Ten Percent (10%) of the Companyís Net Profits and Net Losses, with the remaining Ninety Percent (90%) belonging to the Managing Members. To the extent the Managing Members or their Affiliates purchase any of the Interests offered hereby, the Interest(s) so purchased shall be that of a Member.

Capitalization of the Company:The total capitalization of the Company is anticipated to be $1,000,000.00 for the first year. In Ýthe event less than One Thousand (1,000) Interests set forth in this Memorandum are sold, the Managing Members, at their sole discretion, may extend the offering until January 31, 2004 or some other date specified.

Plan of Distribution:The Company is offering 1,000 interests at a price of $1,000.00 solely through the Managing Members only to Accredited Investors or their authorized representatives. Brokers or dealers may be engaged in connection with the sale of the Interests, and commission may be payable with respect thereto. Interests are offered subject to prior sale when and if delivered to, and accepted by, the Managing Members, and subject to other conditions.

-3-

Termination of Offer:The Termination Date of this Offering will be December 31, 2003 unless extended by the Managing Members in their discretion to January 31, 2004.

Investor Qualifications:There is a minimum purchase of one Interest for each Member in the Company. Each Interest shall equal one-hundredth of aÝ percent (.01%) interest in the Companyís Net Profits and Net Losses. Except as set forth herein, the purchase price for the Interest shall be payable by personal, cashiers or certified check, concurrent with the submission of the executed Subscription Agreement and Operating Agreement. Unless as otherwise provided, the Subscription Agreement is not subject to cancellation by the subscriber and constitute a legally enforceable contract for the subscriber to purchase the Interests specified in the Subscription Agreement upon acceptance by the Managing Members prior to the applicable Termination Date. No Memberís Subscription Agreement will be accepted if it is dated after the applicable Termination Date unless pursuant to the written consent of the General Member.

Rescission Offer:To the extent a prospective investor has provided any funds to the Managing Members for purpose of subscribing to this offering before receiving this Memorandum, this Memorandum constitutes a rescission offer to return such funds in full, with interest, unless such prospective investors elect, in their sole discretion, to execute the Subscription Agreement to purchase Interests.

Federal Income Tax:Investors should be aware that investment in the Company, the ownership or disposition of the interests being offered hereby will have tax risks and consequences. No representations are being made by the Managing Members, the Company, its attorneys or tax advisors or are contained in this offering memorandum with respect to the tax consequences to the investors of their acquisition or ownership of Interests. Investors should contact their own tax advisors regarding the particular tax consequences to them, of the purchase, ownership and disposition of Interests, including recent changes in federal tax laws, the application of federal, state, local and foreign tax laws and possible changes in such laws.

-4-

CONFLICTS OF INTEREST

The following activities of the Managing Members may lead to significant conflicts of interest with respect to the Company:

Compensation and Fees:Ý Upon the closing of this Offering the Managing Members have the discretion to enter into a Management Service Agreement with the Company. Pursuant to the terms of such agreement the Managing Members have the discretion to provide all management services for the Company for which it will receive Management Fees and reimbursement for expenses incurred on behalf of the Company to the extent ordinary, necessary and reasonable.

Common Professional Advisors:Ý The Company and the Managing Members may or may not be represented by separate counsel. Attorneys who perform services for the Company may also perform services for the Managing Members. It is anticipated that such dual representation will continue in the future.

Unless, as otherwise provided, Subscription Agreements are not subject to cancellation by the subscriber and constitute a legally enforceable contract for the subscriber to purchase the Interests specified in the Subscription Agreement upon acceptance by the Managing Members prior to the Termination Date. No Memberís Subscription Agreement will be accepted if it is dated after the Termination Date unless pursuant to the written consent of the Managing Members.

-5-

LIMITED LIABILITY

Assuming that the filings required by applicable North Carolina laws are made and that a Member takes no part in the control of the business of the Company, the liability of each Member will be limited, as provided in the North Carolina statutes, to the amount of capital he/she has agreed to contribute to the Company. Thus, the Member will not be personally liable for the debts of the Company. A Memberís share of undistributed profits of the Company will be available to creditors of the Company. In addition, a Member may be liable to refund to the Company, for the benefit of creditors, amounts previously disbursed to such Member plus interest, to satisfy creditorsí claims which arose before such disbursement. As a practical matter, a risk of such a refund would only arise where the liabilities of the Company could not be satisfied from its assets and then only on account of liabilities as to which recourse of creditors is not limited to specific property.

FIDUCIARY RESPONSIBILITIES OF THE MANAGING MEMBERS

The Managing Members are not required to devote full time to the business of the Company and may not do so. Nevertheless, the Managing Members are required to devote reasonable care and attention to the Companyís affairs. The Managing Members are accountable to the Company as a fiduciary, and consequently must exercise good faith and integrity in managing the Companyís affairs. This is a rapidly developing and changing area of law and Members who have questions concerning the duties of the Managing Members should consult with their regular counsel.

The Operating Agreement provides that the Managing Members shall not be liable, responsible or accountable to any of the Members for any acts or omissions performed or omitted by them in good faith on behalf of the Company and in a manner reasonably believed by the Managing Members to be within the their scope of authority and in the best interest of the Company. Therefore, Members may have a more limited right of action than they would have absent their limitations in the Operating Agreement, The Managing Members will be afforded indemnification by the Company in connection with their service as Managing Members and will obtain insurance with respect thereto through the Company. However, with respect to the exculpation of, and indemnification for, liabilities arising under the Act, the Securities and Exchange Commission has taken the position that such exculpation or indemnification is contrary to public policy and therefore unenforceable.

RISK FACTORS

This offering entails the raising of risk capital for investment in a new business venture relating to the acquisition, operating and management of a Business to be known as BSS Entertainment LLC. The following factors (and other risks considered elsewhere in this Memorandum) make an investment in the Company one of high risk and speculation and should be considered by each prospective investorís advisors.

Operating History:Ý The Company has only been formed recently and therefore has no operating history, limited resources and no revenues. The Companyís operations are subject to all the risks inherent in the establishment of a new business enterprise. The likelihood of the success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business and the competitive environment, especially that of the Business, in which the Company intends to operate. In particular, the success of the Company will be contingent upon the public acceptance of BSS Entertainment LLC projects.
Lack of Liquidity:Ý There is no market established for the Interest and it is not anticipated that any market will ever develop. Accordingly: (I) there will be no secondary market in the Interests; (ii) an Investor may be unable to liquidate his investment; (iii) no purchaser may exit for the Interest on any reasonable terms; and (iv) the Interest may not be readily acceptable as collateral for a loan.

Limited Transferability:Ý The Interests have not been registered under the Act or qualified or registered under any state securities laws. The right of any Member to sell or otherwise transfer or pledge his/her Interest will be limited by federal and state securities laws and the regulations promulgated thereunder. The Company does not intend to register this or any future offering of Interests or to file the reports which would enable Members to sell their Interest pursuant to Rule 144 under the Act. Furthermore, the Operating Agreement provides that no Member may sell his Interest unless, in the opinion satisfactory to the Company, exemption from the Act and applicable state securities laws available. In addition to the foregoing, the sale, transfer or other disposition of the Interests are subject to a right of first refusal by the Managing Members.

Lack of Management and Control:Ý Investors will become Members of the Company and will not take part in the management of its business, which will be the sole responsibility of the Managing Members. The Companyís success will therefore be largely dependent on the continued participation of the Managing Members in the operation of the business of the Company.

Financial Projections:Ý This Memorandum contains estimates and projections (ìProjectionsî) which have been prepared on the basis of certain assumptions and hypotheses as to operations and operating costs. There is, of course, the risk that actual experience may not be in accord with the Projections and/or that the assumptions and hypotheses on which they are based will prove to be inaccurate. Consequently, an investor should not rely on such Projections to actually come to fruition or conclude that they will actually reflect economic reality (Exhibit 3).

No Assurance of Company Profits:Ý There is no assurance that the Business will be profitably operated. Further, there is no assurance the Business can be sold at a profit or sold for any price. Consequently, there is no guarantee of any profit or that the Memberís investment will be preserved against loss.

No Assurance of License and/or Scope: ÝThere is no assurance that the Managing Members will obtain approval for the issuance of all licenses.

Limitation on Sources of Funds:Ý No provision is included in the Operating Agreement of additional assessments for Capital Contributions by any Member, nor is any Member required to loan or advance funds to the Company. Accordingly, following the expenditure of the Capital Contribution of the Company for acquisition of the Product and the other purposes described in the section entitled ìUse of Proceedsî; the Company will be completely dependent upon earning of the operating of BSS Entertainment LLC as its exclusive source of funds. To the extent such funds are not sufficient to defray operating costs of the Companyís business, the Company would be required to obtain additional capital through banks or other financing, or alternatively, to restrict or even terminate its operations, potentially resulting in a complete loss of the value of the Interests.

Limitation on Sources of Returns:Ý The investment objective of the Company is to realize earnings from the operations of the Companyís business as opposed to profits to be realized from the resale or other disposition of the Companyís business of assets. No projections or estimates are made, nor is any assurance given as to what, if any, proceeds could be realized by the Company from the sale or deposition of its business or assets. Accordingly, any return of investorsí Capital Contributions and return on investment other than earning from the operation of the business of the Company is extremely speculative and impossible to predict.

No Independent Market Study:Ý No independent market or feasibility study for the business has been obtained and it is not anticipated that the Company will obtain such an independent report. The Projections include assumptions concerning the amounts obtainable by Membership from the operating of the Business and the estimated pre-opening costs to be incurred by the Company as well as operating costs and expenses. These assumptions are derived solely from estimates of the Managing Members. In the event actual revenues are lower than projected and/or operating expenses are higher, the Company could incur operating deficits. In the event the Company cannot satisfy such deficits and/or the business cannot be sold, the Company could suffer a complete loss of its business. In that extremity, the Interests would be rendered valueless.

Tax Risks:Ý Investors should be aware that investment in the Company, the ownership or disposition of the Interests being offered hereby will have tax risks and consequences. No representations are being made by the Managing Members, the Company or are contained in this Offering Memorandum with respect to the tax consequences to the investors of their acquisition or ownership of Interests. Investors should contact their own tax advisors regarding the particular tax consequences to them of the purchase, ownership and disposition of Interests, including recent changes in federal tax laws, the application of federal, state local and foreign tax laws and possible changes in such laws.

ACCESS TO INFORMATION

Prospective investors and/or their advisors are invited to communicate with the Managing Members ‚ Mr. Dennis Breckner, Mr. Daryl Slaton and Mr. Derek Slaton, located at 3400 Biggers Road, Concord, NC 28025. Prospective investors and/or their advisors are also invited to review any material available to the Company and/or anything set forth in or accompanying this Memorandum.

The Managing Members will answer all inquiries from prospective investors and/or their advisors concerning the Managing Members and BSS Entertainment LLC, its management, the Company, and any other matters relating to the creation of the Company and the offering and sale of Interests and will afford prospective investors and/or their representatives the opportunity to obtain any additional information ( to the extent that the Management posses such information or can obtain it without unreasonable effort or expense ) necessary to verify the accuracy of any representation or information set forth in the Memorandum.

BUSINESS OF THE COMPANY

Allocation of Cash to Pay Taxes:Ý The Company and the Managing Members shall cause to be distributed such additional cash as is necessary to payroll taxes, whether State or Federal, which may be assessed against any distributions to be made by the Company, so that all such taxes will be paid.

Each Member agrees that any and all taxes including, without limitation, federal, state, and local taxes due on any distributions will be paid by that Member in accordance with and in proportion to distributions received with respect to each Memberís account.

Rights and Obligations of Members:Ý No Member shall take part in the management or control of the Business of the Company, nor transact any business in the name of the Company; provided, however, that the Managing Members may not, without the consent of the Majority-in-Interest, take any act in contravention of the Operating Agreement or possess Company property for other than a Company purpose.

Limitation on Transferability of Interest:Ý No Member may sell, transfer, assign, pledge or grant a security interest in all or any portion of such Memberís interest in the Company, without prior written notice to the Managing Members who for a period of Sixty (60) days shall then have the opportunity to purchase the Interest upon the same terms and conditions as the proposed transfer. If this offer is not accepted by the Managing Members, the proposed transfer may be completed subject to receipt by the Managing Members of (I) a written assumption by the transferee of all obligations of the transferor pursuant to the Operating Agreement; and (ii) an opinion of counsel acceptable to the Managing Members that the proposed transfer will not violate any applicable federal or state securities laws.

Authority of the Managing Members:Ý The Managing Members shall have full, complete and exclusive discretion to manage and control the business of the Company for any Company purpose and shall make all decisions affecting the business of the Company The Managing Members shall take all actions necessary or appropriate to protect the interest of the Members and the Company with respect to all Company assets, including but not limited to, compromising, submitting to arbitration, suing on or defending claims in favor of or against the Company; making and revoking tax elections; doing any and all acts necessary or appropriate for the protection and preservation of the Company assets; determining the amount, obtaining and keeping in force adequate insurance to protect the Company and its assets and establishing bank accounts in the Company name. The Managing Members shall also supervise and coordinate the day-to-day management and operation of the Company.

Indemnification of the Managing Members:Ý The Company shall indemnify, but only from Company assets to the extent available, the Managing Member for any loss or damage incurred by reason of any act or omission performed or omitted by the Managing Member in good faith on behalf of the Company and in any manner reasonably believed by the Managing members to be within the scope of the authority granted to the Managing Members by the Operating Agreement and in the best interests of the Company (but not if any gross negligence, willful misconduct or breach of fiduciary duty by the Managing Members are involved); provided, however, that the Member shall not have any personal liability to the Managing Members under any circumstances on account of such loss or damage incurred by the Managing Members or on account of the payment therefore. The Managing Members may cause the Company to obtain insurance in such amounts deemed reasonable necessary to provide for the indemnification by the Company of the Managing Members.

Removal, Incapacity or Withdrawal of the Managing Member(s):Ý The Managing Members may not be removed by the Non-Managing Members. The managing Members may, upon prior notice to the Non-Managing Members, withdraw from the Company without the consent of the Non-Managing Members.Ý The Company shall be liquidated and dissolved unless by a vote of a Majority In Interest of the remaining Members, it is decided that the business of the Company shall continue with the election of a new Managing Member(s).

Liquidation:Ý The proceeds from the liquidation and the winding-up of the Company shall be distributed in the following order (after all gain, profits and losses from operations and the sale of all Company assets have been credited and/or charged to each Partnerís capital account): first, to provide for or pay creditors of the Company, including Members who are creditors; second, to pay Members and former Members in satisfaction of liabilities for Distribution, provided, however if the amount available is insufficient to satisfy such liabilities in full, then each Member shall receive such Member proportionate share (ìProportionate Shareî equals amount of members Capital Contribution over total Capital Contribution raised during both phases(cash or otherwise) multiplied by Cash Available for Distribution) of the total amount available for distribution; third, to each Member in proportion to each Memberís capital account until the respective capital account balances thereof shall be zero, provided, however, that if the amount available is insufficient to pay such balances, then each Member shall receive such Memberís Proportionate Share of the total amount available for distribution; and the balance, if any, to be distributed to the Members in accordance with their respective position capital account balances. At the discretion of the Managing Members, any or all Company assets may be distributed to each partner; provided, however, that the value of the assets distributed (net of related encumbrances, if any), as determined by the Managing Members shall be in proportion to each Memberís interest in the Companyís Net Profits and Losses.

Negative Balance Managing Membersí Capital Account:Ý In accordance with the provision of the Internal Revenue Code, each Managing Member who has a negative balance in his Capital Account at the time of sale, dissolution or liquidation of the Companyí must contribute to the Company an amount sufficient to bring the balance of his Capital Account to Zero Dollars. This contribution shall then be distributed to Members with positive balances in their Capital Account in proportion to such balances.

SUITABILITY STANDARDS FOR INVESTORS
The price of an Interest, the anticipated absence of distributions and the liquidity and significant risk associated with the Interest make an investment in the Company suitable only for Accredited Investors as such term is defined under the Act. For the purposes hereof, an Accredited Investor shall be a person who meets one or more of the following test:

(1) Any bank as defined in Section 3(a)(2) of the Act whether acting in its individual or fiduciary capacity; insurance company as defined in Section 2(13) of the Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act ; small business investment company licensed by the U.S. Small Business Investment Act of 1958; employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit Plan has total assets in excess of $5,000,000.00;

(2) Any private business development company as defined in Section 202(1)(22) of the Investment Advisers Act of 1940;

(3)Any organization described in SectionÝ 501(c)(3) of the Internal Revenue Code with total assets in excess ofÝ $5,000,000.00;

(4)Any Managing Member;

(5) Any natural person whose individual net worth, or joint net worth with that personís spouse at the time of his purchase, exceeds $250,000.00;

(6)Any natural person who had an individual income in excess of $35,000.00 in each of the two most recent years and who reasonably expect an income in excess of $35,000.00 in the current year; and

(7)Any entity in which all of the equity owners are accredited investors under subparagraphs (1), (2), (3), (4), (5), or (6) of this Section.

Investors should note that the Securities and Exchange Commission has suggested certain changes in the regulations promulgated under the Act to the definition of Accredited Investor; in the event any such changes become effective prior to the Termination Date and they serve to make more restrictive definitions of any Accredited Investors, the Managing Members will require that all potential investors complete new subscription documents confirmingÝ their ongoing suitability and qualification as an Accredited Investor.

The Interests are being offered without registration under the Act in accordance with the exemption from registration provided by Rule 504 of Regulation D promulgated under Section 3(b) of the Act. Pursuant to Rule 504, each investor must (I) represent that Interests are being acquired solely by and for such investorís own account, for investment, and are not being purchase for resale or distribution; (ii) represent that such investor has not contracted, undertaken, agreed, or arranged with any person to sell, transfer, or pledge to such person or anyone else all or any part of such investorís Interest and has no present plan or intentions to enter into any such contract, undertaking or arrangement; (iii) acknowledge and agree that the Interests have not and will not be registered under the Act and cannot be re-offered, resold or transferred without compliance with the registration provisions of said Act or compliance with exemptions, if any, available thereunder; and (iv) acknowledge that neither the Company nor the Managing Members have any obligation or intention to register the Interests under the Act or state securities act or law, or to file the reports to make public the information required by Rule 144 under the Act.

In connection therewith, each investor must represent either (I) that he has a preexisting personal or business relationship with the Company or Managing Members or (ii) that he has such business or financial experience and ability to protect his interest in connection with this offering.

Each Investor must represent that such Investor meets each of the above suitability standards. The Managing Members will consider such representations in deciding whether or not to accept the Investor.

These suitability standards represent the minimum suitability standards for prospective investors in the Company, and the satisfaction of such standards by a prospective investor does not mean that an investment in the Company is a suitable investment for each person.

LEGAL MATTERS

XYZ Law Firm are acting as counsel to the Company in connection with the organization of the Company and the preparation of this Memorandum. XYZ Law Firm is also acting as counsel to the Managing Members in connection with this offering.

XYZ Law Firm has not been engaged to advise or represent the investors or the members, and each member and investor should consult with and should rely on such members or investorísÝ own counsel and advisors concerning this investment, particularly with respect to the legal and financial consequences of an investment in the Company. Each party to this Memorandum acknowledges that he/she has been advised to seek independent counsel and/or financial advice to review the financial and tax implications of the memorandum. Correspondingly, the parties agree that neither the Managing Member(s) nor any employee, accountant, attorney or other agent of the Managing Member(s), has given any other party hereto any advise, financial or otherwise, or made any representation or warranty with respect to the subject matter of this Memorandum.

AVAILABILITY OF DOCUMENTS

The description and summaries of the documents in this Memorandum do not purport to be complete, and reference is made to the actual documents contained in the Appendix attached hereto for a complete statement an understanding of what they contain.

All requests for documents must be sent in writing and delivered to the Managing Members at 3400 Biggers Road, Concord, NCÝ 28025; or such other address as is provided to the Members by the Managing Members.

In addition to the documents contained in the Appendix, each investor shall be entitled to obtain from the Managing Members such additional information as may be reasonably requested to verify or clarify any information contained herein to the extent it is available or may be obtained without unreasonable difficulty or expense. All requests for additional information provided must be in writing and identified by the Managing Members; otherwise, it shall not be deemed to be authorized by the Company. Except as aforesaid, no person is authorized to give any information or to make any statement not contained in this Memorandum, and any information or statement not contained herein cannot be relied upon as having been authorized by the Company.

Acceptance of Subscriptions

The company reserves the right to accept or reject any subscription for Interests for any reasons whatsoever.Ý Subscriptions will be accepted or rejected (unless extended pursuant to this Memorandum) within Thirty (30) days after receipt and, if rejected, all funds tendered for investment will be returned to the subscriber, without interest, within five days after such rejection, along with written notice thereof.Ý The offering will terminate on ________________, however, the Company has the right to extend the offering to _________________.Ý If a total of ___________________ in Interests has not been sold by __________________ or by the extended __________________ date, executed Subscription Agreements and Operating Agreements will be voided and will be of no further force and effect, with all monies returned immediately.

GLOSSARY

As used in this Memorandum, the terms listed below have the following meanings:

The following defined terms shall, unless the context otherwise requires, have the meanings specified in Article One.Ý The singular shall be deemed to refer to the plural and the masculine gender shall be deemed to refer the feminine, and vice versa, as the context requires.

"Accountants"means such independent accounts as shall be engaged from time to time by the Managing Entity for the Company.

"Act"means the BSS Entertainment Limited Liability Company Act, as set forth in Title ____, commencing with Section __________________, as the same may hereafter be amended or superseded.

Ý"Additional Member"means any Person admitted to the Company by the Managing Member as an additional Member in connection with the issuance of additional Limited Company Interests pursuant to the Offering.

"Affiliate"or "Affiliated Person" means, when used with reference to a specified Person:

(1) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person;

(2)any Person that is an officer of, partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity;

(3) Any person that, directly or indirectly, is the beneficial owner of Ten Percent (10%) or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person is directly or indirectly the owner of Ten Percent (10%) or more of any class of equity securities or in which the specified Person has a substantial beneficial interest; and

(4)Any relative or spouse of the specified Person.Ý Affiliate or Affiliated Person of the Company or a Managing members does not include a Person who is a partner in a Company or joint venture with the Company or any other Affiliated Person if such Person is not otherwise an Affiliate or Affiliated Person of the Company or a Managing Members.

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ìCapital Accountî as to any Member, means such memberís Capital Contribution increased by his share of Taxable Income and reduced by his share of Tax Loss and any distribution of Cash Available For Distribution.Ý Each Memberís Capital Account shall be further maintained and adjusted in accordance with the Code and the Treasury Regulations thereunder, including any other adjustment to capital accounts provided in the Treasury Regulations issued under the Code.Ý It is intended that appropriate adjustments shall thereby be made to Capital Accounts to give effect to any income, gain, loss or deduction (or items thereof) allocated pursuant to Article Four and any adjustments to the allocation of any such item subsequently made upon audit by the Internal Revenue Service or otherwise.Ý Each Memberís Capital Account shall include that of any predecessor holders of the Interest of such member.Ý Each member shall have only one Capital Account, which shall be maintained in accordance with this paragraph to reflect all the Interest of the Member in the Company, whether as a Managing Member or Member.Ý For the limited purposes of determining the allocation of Taxable Income and Tax Loss and other items under the Operating Agreement, the Company may maintain separate capital accounts for a Person who holds the Interest of a Managing member and a Member to properly make allocations with respect to his various interests in the Company.

ìCapital Contributionî means the total amount of any money, the fair market value of any property or the agreed upon value of any services contributed to the Company by any Member or all the Members (or the predecessor holders of the Interests of any member or Members).

ìCash Available For Distributionî means, with respect to any Fiscal Period, all cash receipts of the Company, other than Capital Contributions, together with any Reserves deemed by the Managing Members to be no longer required, without deduction for depreciation or amortization, but after deduction of payments for:Ý (I) Operating Cash Expenses, (ii) payments required to be made in connection with indebtedness of the Company, if any, (iii) capital expenditures (excluding amounts expended from Reserves) and (iv) any amounts set aside by the Company for the restoration, increase or creation of Reserves.

ìCertificate of Limited Liability Interestî means a Certificate of Limited Company Interest signed on behalf of the Company by the Managing Members evidencing the Interest of any Member in the Company.

ìCodeî means the Internal Revenue Code of 1986, as amended (or any corresponding provision or provisions of succeeding law).

ìCompanyî means the Limited Liability Company created under the Act, known Ýas BSS Entertainment, LLC, a North Carolina Limited Liability Company, as said Limited Liability Company may from time to time be constituted.

ìCompany Businessî means the operation of the business at _______________________ÝÝÝ

ìConsentî means either (a) the consent given by vote at a meeting called and held in accordance with the provisions of this Memorandum, or (b) a prior written consent required or permitted to be given pursuant to this memorandum or the act granting such consent, as the context may require.

ìFiscal Quarterî means a Fiscal Period consisting of three months.Ý Such Fiscal Periods shall end March 31, June 30, September 30, and December 31.

ìFiscal Yearî means a Fiscal Period consisting of one year ending December 31.

ìFront-End Feesî means fees and expenses paid by any party for any services rendered during the Companyís organizational or acquisition phase including organization and offering expenses.

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ìGross Proceedsî means the total proceeds from the sale of Interests in the Company.

ìIncapacityî or ìIncapacitatedî means the entry of an order for relief in bankruptcy, of incompetence or of insanity, or the death, dissolution or termination (other than by merger of consolidation), of any Person.

ìInterestî means the entire ownership interest of a members in the Company at any particular time, including the right of such Member to any and all benefits to which a member may be entitles under this Memorandum and the Operating Agreement, together with the obligation of such member to comply with all the terms and provisions of this Memorandum.Ý Each Interest, as defined herein, shall represent _________________ interest in the Net Profits and Net Losses of the Company.

ìLiquidationî means, with respect to the Company, the earlier of any date upon which the Company is terminated the date upon which the Company ceases to be a going concern and, with respect to any liquidation of the Interest of a Member, the earlier of the date upon which there is a liquidation of the Memberís Interest in the Company for purposes of the Code or the date of Liquidation of the Company.

ìMajority in Interestî means, as to any matter upon which the Members may, act hereunder, the affirmative Consent of Members who are the record holders, in terms of percentage interest and not in number, of Ninety Percent (90%) of the issued and outstanding Interests.

ìManaging Membersî means Derek Slaton, Daryl Slaton, and Dennis Breckner or any other Person who becomes a successor of the Managing Member of the Company as provided hereinÝ in such Personís capacity as a managing Member of the Company.

ìManagement Services Agreementî means that certain management agreement dated as of the date hereof, by and between the Company and the Managing Members.

ìMemberî means any Managing Members or Non-Managing Member.

ìMemorandumî means this Private Offering Memorandum.Ý Words such as ìherein,î ìhereinafter,î ìhereof,î ìhereto,î ìherebyî and ìhereunder,î when used with reference to this Memorandum, refer to this memorandum as a whole, unless the context otherwise requires.

ìNet Profits and Net Lossesî shall have the same definition as is provided in the Code.

ìNotificationî means a writing, containing the information required by this memorandum to be communicated to any Person, sent by registered, certified or regular mail to such Person at the last known mailing address of such Person; provided, however, that any communication containing such information sent to such Person and actually received by such Person shall constitute Notification for all purposes of this Memorandum.

ìNon-Managing Memberî means the class of Members who will purchase a ___________ Percent Interest in the Company consisting of an aggregate investment in the form of Capital Contribution in the amount of ___________.Ý The Capital Contribution associated with each interest will not bear interest.Ý These Interests will carry no management rights but will share in the Companyís distributions in accordance with their ownership interest in the Company.

ìOfferingî means the offering of Interests by the Company pursuant to the terms and conditions described in the Memorandum.

ìOperating Cash Expensesî means, with respect to any Fiscal Period, the amount of cash

disbursed in such period in the ordinary course of business of the Company during such period, including, without limitation, all cash expenses such as food and beverage, advertising, promotional, management, legal, insurance, taxes, utility, repair, maintenance computer time-sharing, accounting, statistical or bookkeeping service and computing or accounting equipment use, travel (including, without limitation, room and board) on Company business, and telephone expenses and salaries and direct expenses of Company employees of consultants or contractors while engaged in Company business.Ý Operating Cash Expenses include fees paid by the Company to the Managing Members or any Affiliate thereof permitted by this Memorandum and the actual cost of goods, materials and administrative services used for or by the Company whether incurred by any Managing Members any Affiliate thereof or any non-Affiliated Person in performing their general functions as set forth herein.Ý Operating Cash Expenses shall not include expenditures paid out of Reserves.

ìPersonî means any individual, partnership, corporation, trust, estate or other entity.

ìProportionate Shareî equals amount of members Capital Contribution over total Capital Contribution raised during both phases (cash or otherwise) multiplied by cash available for distribution.

ìReservesî means funds as may be allocated by the Managing Members to reserves which shall be maintained for working capital and to pay the costs of improvements, repairs or replacements of the leasehold premises or fixtures, furniture, furnishings or equipment or other costs or expenses incurred by the Company, incident to the ownership or operation of the Company Business.

ìStateî means the State of North Carolina.

ìSubstituted Memberî means any Person admitted to the Company as Member pursuant to the provisions of the Operating Agreement, as defined in the memorandum.

ìTaxable Incomeî or ìTax Lossî means the taxable income or loss of the Company for each fiscal year as determined for Federal income tax purposes, together with each item of income, gain, loss, credit or deduction which is separately stated or otherwise not included in computing taxable income or loss and any tax-exempt income of the Company.Ý The Managing Members are authorized to make any other adjustments to Taxable Income or Tax Loss required to conform to any regulations issued under the Code.Ý To the extent the Company recognizes a tax deduction attributable to an amount treated as Tax Loss under the preceding sentence, such amount shall not be included in Taxable Income or Tax Loss but shall be allocated among Members in accordance with the allocation of the amount under the preceding sentence.

SUBSCRIPTION AGREEMENT
BSS ENTERTAINMENT LLC
A North Carolina Limited Liability Company

1.The undersigned (whether one or more hereinafter referred to as "Subscriber"), hereby subscribes for _________________ (________) Interest(s) (the ìInterestsî) of Limited Liability Company Interests at a price of $_____________ per Interest (a minimum investment of 1 Interest is required) in a Limited Liability Company organized under the laws of the State of North Carolina and known as BSS Entertainment LLC doing business as ________ (The ìCompanyî) with Derek Slaton, Daryl Slaton, and Dennis Breckner as the Managing Members (the ìManaging Memberî).Ý Subscriber agrees that this subscription is and shall be irrevocable, but that Subscriberís obligations hereunder will terminate if this subscription is not accepted by the Managing Member in whole or in part, as hereinafter provided.

2.Subscriber understands that the Managing Members will notify him/her whether this subscription has been accepted, in whole or in part, or rejected, in whole or in part, within thirty (30) days after Subscriber submits this letter together with payment to the Managing Member.Ý It is understood that the Managing Member shall have the sole discretion to determine whether subscriptions should be rejected in whole or in part.

3.Subscriber hereby acknowledges receipt of a copy of the Confidential Private Offering Memorandum of the Company dated as of __________________ , together with the exhibits thereto, (collectively the ìMemorandumî), and agrees to be bound by all of the terms and conditions described in the Memorandum.

4.Subscriber understands that the Interests are being offered and sold without registration under the Securities Act of 1933, as amended (the ì1933 Actî) in reliance upon exemptions available thereunder and that, accordingly, the Interests are not fully transferable.Ý In addition, Subscriber acknowledges that Subscriber has been advised that he/she will acquire no registration rights by virtue of his/her participation hereunder and that the Agreement of Limited Liability Company which he/she will be required to sign upon subscription, contain further restrictions on the transferability of the Interests, and Subscriber acknowledges that he/she may be unable to liquidate his/her investment in the Interests even in an emergency.Ý Subscriber further acknowledges and understands that the availability of exemption from registration depends in part upon the accuracy of certain of the representations, declarations and warranties contained below, which Subscriber hereby makes with the intent that the same may be relied upon by the Managing Member in determining Subscriberís suitability as an investor in the Company.

5.Subscriber agrees that Subscriberís interest in the Company shall not be sold, pledged, transferred or otherwise disposed of contrary to the provisions of the Federal Securities Laws, applicable State Blue Sky Laws and the provisions of the Operating Agreement.Ý Subscriber acknowledges that legends reading substantially as follows may be placed upon any certificate Operating Agreement or other writing which represents Subscriberís interest in the Company:

ìTHE OFFER AND SALE OF LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN QUALIFIED OR REGISTERED UNDER ANY STATE OR FEDERAL SECURITIES LAWS.Ý SUCH LIMITED LIABILITY COMPANY INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF QUALIFICATION AND REGISTRATION UNDER STATE AND FEDERAL SECURITIES LAWS UNLESS AN EXCEPTION FROM QUALIFICATION AND REGISTRATION IS AVAILABLE.Ý IN ADDITION, THE LIMITED LIABILITY COMPANY INTEREST MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OF LIMITED LIABILITY COMPANY OF BSS ENTERTAINMENT, LLC, A NORTH CAROLINA LIMITED LIABILITY COMPANY.î

6.Subscriber appreciates that the Company has only recently been organized and, therefore, has no financial or operating history.

7. Subscriber is aware that this is a speculative investment and that there is no assurance that Subscriberís capital contribution will be returned.

8. Subscriber is aware that the value of the Interests has been arbitrarily determined and that there is no market for the Interests and none is expected to develop.

9.Subscriber is aware that the Managing Member has control over the management of the Company.

10.Subscriber intends to purchase the Interests solely for Subscriberís own account, for investment only, and has no present plans of assigning, selling or otherwise conveying Subscriberís interest.

11.Subscriber has evaluated the merits and risks of investing in the Company.Ý Additionally, Subscriber has given Subscriberís accountant, lawyer and/or business representative an opportunity to study the Memorandum and to discuss with Subscriber fully the desirability of Subscriberís investing in the Interests.

12.Subscriber has not relied on any information or representations other than those contained in the Memorandum or furnished upon request to the Managing Member as provided in the Memorandum.

13.As a condition to Subscriber being permitted to participate as an investor in the Company, Subscriber hereby represents and warrants that his or her:

CATEGORY ONE:Ý Accredited Investors By Reason of One of the Following.

a.Net worth:Ý Net worth is at least $250,000 (computed in the usual and traditional manner of subtracting all liabilities from all assets, including residence and personal effects); or

b. Income:Ý Income was at least $35,000Ý for each of the past two years, and is reasonably expected to equal or exceed $35,000 in the current year; or

c. Subscription Amount: Subscription is for at least 1 Interest(s) ($________), and total net worth is at leastÝ five (5) times the amount of subscription; or

d.Other Provisions: Other conditions cited in Rule 501(a) under Regulation D promulgated under the Securities Act of 1933; or

CATEGORY TWO:Ý Net Worth:

Net worth (exclusive of personal residence, furnishings and personal automobiles) is at least $200,000, and subscriber has such knowledge of business or financial matters as to be capable of evaluating the relative merits and risks of subscription, or has relied upon the advice of a purchaser representative as that term is defined under Regulation D of the Securities Act of 1933; or

CATEGORY THREE:Ý Net Worth and Income:

Net worth (exclusive of personal residence, furnishings and personal automobiles) is at least $100,000, and subscriber has income for the year 200_ of at least $50,000, and subscriber reasonably expects to have similar annual income in 200_, and subscriber has such knowledge of business or financial matters so as to be capable of evaluating the relative merits and risks of subscription, or has relied upon the advice of a purchaser representative.

14.Subscriber acknowledges that upon tender of funds, the Managing Member shall have absolute discretion to disperse funds turned over by Subscriber to Managing Member for the purposes described in the Memorandum.Ý Any funds received by Managing Member which are not immediately utilized will be held inÝ the Company account.

15.Subscriber hereby agrees to indemnify the Managing Member (and its officers, directors and agents) and the company and hold such persons and firms harmless from and against any and all loss, damage, liability or expenses (including costs and reasonable attorneysí fees) to which they may be put or which they may incur by reason of or in connection which any misrepresentation made by subscriber, for any breach of any of Subscriberís warranties or Subscriberís failure to fulfill any of Subscriberís covenants or agreements under this Subscription Agreement.Ý This Subscription Agreement and the representations and warranties contained herein shall be binding upon Subscriber, Subscriberís heirs, executors, administrators, successors and assigns.

16.Subscriber understands that the Managing Member will be relying on the accuracy and completeness of the responses to the following questions and represents and warrants to the Managing Member that:

(a) The answers are complete and correct; and

(b) Subscriber will notify the Managing member of any material change in the information provided below occurring prior to the Closing.

Name__________________________________________________________________________

Residence______________________________________________________________________

Home Phone____________________________________________________________________

Occupation_____________________________________________________________________

Employed by____________________________________________________________________

Business Address_________________________________________________________________

Business Phone__________________________________________________________________

Place of Voter Registration_________________________________________________________

North Carolina Driver License Number_______________________________________________

All correspondence addressed to the above-named Subscriber should be sent to his/her business or his/her residence address.

ÝÝÝÝÝÝÝÝÝÝÝÝÝÝÝ

Accountant (Name and Address)____________________________________________________________

______________________________________________________________________________________

Attorney (Name and Address)______________________________________________________________

______________________________________________________________________________________

EDUCATION (COLLEGE AND POSTGRADUATE):
ÝÝÝÝÝÝÝÝÝ

Institution Attended, Degree, Dates of Attendance

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

INCOME AND NET WORTH: Instructions:Ý Place an ìXî next to (a), (b), (c), or (d) below as appropriate.

___(a) I had an individual income in excess of $50,000 in each of the two (2) most recent years, reasonably expect an income of in excess of $50,000 in the current year and have an individual net worth (exclusive of home, furnishings and automobiles), or joint net worth with my spouse, of at least $100,000; or

___ (b) I have a net worth (exclusive of home, furnishings, and automobiles or joint net worth with my spouse, of at least $200,000; or

___ (c) Subscriber is an entity in which all of the equity owners are persons described in (a) and/or (b) above; or

___ (d) I am an accredited investor as defined in Category One at Page __ hereof.

NATURE OF PRESENT PORTOFOLIO:

Please provide generic description, e.g., approximate amounts of listed equities, real estate investments, oil and gas shelters, etc._____________________________________

________________________________________________________________________

Have you invested in privately placed securities within the past five years?Ý Describe. ___

________________________________________________________________________

________________________________________________________________________

Do you originally make your own investment decisions or do you employ an advisor? __

________________________________________________________________________

USE OF FINANCIAL STATEMENTS:

(a )Have you had formal training in accounting or financial statement analysis?

____yes _____no

(b) Frequency of use of financial information:

____Weekly ____Monthly ____Annually

(c) Briefly describe the type of financial documents which you have occasion to review, e.g., audited financial statements, internal budget or management reports, tax returns.

________________________________________________________________________

17. I have a pre-existing personal and/or business relationship with Derek Slaton and/or Daryl Slaton and/or Dennis Breckner and/or an affiliate of theirs.Ý Such relationship consists of personal or business contracts of a nature and duration such that I am aware of his or their character, business acumen and general business and financial circumstances.

____Yes ____No

18. I have sufficient business and financial experience to be capable of evaluating the merits and risks of an investment in the Company and to protect my own interests in connection with such investment WITHOUT relying upon the advice of an attorney, accountant or other advisor to make a decision.

____Yes ____No

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19.Ý I have sufficient business and financial experience to be capable of evaluating the merits andrisks of an investment in the Company and to protect my own interests in connection with suchÝÝÝ investment when relying upon, in part, the advice of ____________________________, who is my attorney, accountant, or other advisor and who is hereby designated as my professional advisor in connection with my investment in the Company.Ý Such advisor, as a result part of his or her business, is customarily relied upon by others for investment recommendations or decisions and is customarily compensated for such services, either specifically or by way of compensation for related professional services.Ý Such advisor is not affiliated with, and not compensated by, the Company, the Managing Member or any of its officers, directors, agents or employees, nor does such professional advisor have, or intend to have, any independent contractor or principal relationship with, or ownership of securities of, any of the foregoing.

____Yes ____No

20. If the above is correct, please date and sign this letter and return it to the Managing Member in the enclosed envelope.Ý The copy is of your records.

_______________________ __________________________________________________

(Taxpayer ID or Social Type or Print full name of Subscriber, exactly as

Security Number) title of the interest is to be taken.

_______________________________________________________________________________

Type or Print Street Address,
City and State of Subscriberís
Place of residence

__________________________________________________
Signature of Subscriber

__________________________________________________
Signature of Additional Subscriber

DATED:Ý ____________________, 200__

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CERTIFICATE OF PROFESSIONAL ADVISOR
I hereby certify that I have acted as the professional advisor of the above investor in connection with his/her investment in the Company and the statements made above with respect to me are true and correct.

___________________________________________
Professional Advisor

NOTE:The professional advisor needs to complete this blank only if the investor answers No. 20 ìYesî.

Accepted: _____________, 200__ÝÝ BSS Entertainment, LLC, a North Carolina Limited Liability Company

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The Management Team

At the core of BSS Entertainment are the three founders who bring to the company successful entrepreneurial experience, promotion, art direction, special effects and general expertise in digital motion picture production.Ý Collectively, these three individuals have over 45 years experience in their respective fields.Ý Additionally, the core team is complemented by a networked support group of consultants, performers, and technicians.

DEREK SLATON

Vice President of Production and Content Development

Derek Slaton grew up playing video games.Ý He was particularly fond of the immersive role-playing games.Ý This served two purposes.Ý He perceived digital technologies as something natural, and he saw the potentials of these digital technologies combined with dramatic storytelling.

In his late teens, Derek became a collector and fan of fantastic action-oriented movies, many from foreign markets.Ý Some of his favorites were the over-the-top Hong Kong battle royals and the horror films from Italy and Japan (the Japanese horror films are becoming worldwide hits now).Ý He decided that he would like to write and direct movies like these, so he began to write screenplays.Ý As a result, he has several completed.

For the past five years, he has developed his digital video skills by working as a video editor and freelance cameraman.Ý He has edited over 130 episodes of the Fox 18 School Sports Show and the Salem Baptist Church Show for Fox 18 and the INSP Cable Network.

His freelance work has been for The Charlotte Post, the Charlotte YMCA, The Land Center, Comedy Zone, sculptor John Hair, North Carolina Department of Transportation, attorney Terry Duncan, and numerous live events and multi-camera shoots.

Derek continues to study the film techniques of genre masters while developing his own.Ý His first feature-length film will combine science fiction, horror, action, and high-end digital special effects.

DENNIS J. BRECKNER

CFO/DIRECTOR OF OPERATIONS

EXPERIENCE:
President/Director of Operations: Present - 1994
BIC Products ‚ Concord, NC
Responsibilities:
Guiding operations of company.Final decisions on departmental issues (Accounting/Sales/Etc.).

Owner/Director of Operations: 1994 -1997
The Walking Center ‚ Culver City, CA
Responsibilities:
Operations of company included: Marketing, Sales, Accounting, Service Center, and Retail Store Outlets.
Final decisions on all department issues.
Owner/ Chief Financial Officer: 1990 -1994

Vos/Bek Holdings ‚ Calabasas, CA
Responsibilities:
All financial aspects of the company.
Real Estate/Land Acquisition/Commercial Real Estate Loans
Responsible for Trust accounts, Company accounts, making sure that all accounts were reconciled after each transaction and at month/year end.

President:
Tri-World Entertainment ‚ Woodland Hills, CA
Responsibilities: 1981 - 1990
Executive Producer
Producer
Producing Low Budget Films & How-To-Do Videos

Dennis has been involved in the entertainment business sense 1981 when he went to Los Angeles and started Tri-World Entertainment. This company produced several low budget films and how- to-do videoís. He also enjoyed a 15 year acting career and worked in many network episodic shows in guest starring roles, and also was a regular on a night time show called ìBare Essenceî.

Dennis went to the University of Miami on a football scholarship and played football there 4 years and earned a degree in Marketing & Finance. After graduating in 1976 he was drafted by the Chicago Bears and played there 4 years and went on to the Kansas City Chiefs and then on to the Cleveland Browns where he finished his career.

Dennisís goal of starting another entertainment company has come to fruition. With his added experience in the fields of company operations and finance, his strengths will add to the success of BSS Entertainment LLC.

DARYL SLATON

Vice President of Visual Effects, Design, Promotion, and Content Development

Daryl Slaton directed his creative energies toward art and film when he was in his early teens. Active in theater groups, creating movie posters, stop-motion films, and scripts were a passion for him. He studied art in college and moved into the world of corporate design and presentation shortly afterwards.

In 1985, Daryl became a designer with Belk Stores Services, the corporate headquarters for the retailing giant. After creating art by hand for a few years, he quickly embraced the new digital technologies becoming the first designer in the company to use a computer to create art and presentations.

Daryl accepted a position in 1994 with The Whitley Group, a multimedia company. There he created presentations, cartoon characters, and animations for many large corporations. His first big project was a trade show presentation for AT&T. With only four weeks till show time at COMDEX in Las Vegas, Daryl adapted an existing character into an animation format. He also was tasked with making the character leap from screen to screen on a large-format nine monitor system. The show was a success and won a regional award. Two years later, Daryl became the art director for the company.

In 1998, The Whitley Group became part of iXL, a large multimedia company that eventually had offices around the world. Continuing in his role as art director and designer, Darylís client list included General Electric, Microsoft, IBM, Ford Motors, AT&T, Volvo, NationsBank, BellSouth, Lucent Technologies, Nortel, Komatsu, Unysis, J. Walter Thompson, and others.

In 2000, Daryl became a freelance designer. Working with ad agencies and other specialists, he has been creating art, illustration, design, animation, and websites for clients such as Purina, State Farm, Staubach Properties, LS3P, Elberson Senger Shuler, KPMG, Cigna, and others.

Daryl continued to develop his technological skills with new software, including 3D and digital film compositing applications. Daryl is a fan of the fantastic: science-fiction movies, fantasy art, comic books. After attending a major Science-Fiction/Fantasy convention in 2001, Daryl realized that it was time to move into digital filmmaking. BSS Entertainment was formed as a result.

CERTIFICATE OF PROFESSIONAL ADVISOR I hereby certify that I have acted as the professional advisor of the above investor in connection with his/her investment in the Company and the statements made above with respect to me are true and correct.

The Management Team

CERTIFICATE OF PROFESSIONAL ADVISOR
I hereby certify that I have acted as the professional advisor of the above investor in connection with his/her investment in the Company and the statements made above with respect to me are true and correct.