Dear Investor

CrossOva Artist Management & Recordings LLP.

CrossOva Performance Troupe

PROJECT:

"CrossOva To Stardom"

National Tour Series

TABLE OF CONTENTS

Cover Letter

CrossOva Profile

Starworks Profile

Event page

Budget

Investor Provisions /Agreement

Future Projects/CrossOva Foundation

CrossOva Artist Management & Recordings LLP.

INTERNATIONAL

NEW YORK * PUERTO RICO * ORLANDO * ATLANTA *

_________________________________________________________________________________________________________________________________

CrossOva Artist Management & Recordings LLP.

CrossOva Family Performance Troupe

Co/STARWORKS PRODUCTIONS INC. 2462 DEVOE TERRACE, PENTHOUSE BRONX, NY 10468

EMAIL: STARWORK1@AOL.COM

VOICE MAIL: 718-733-0447

STARWORKS WEBSITE: WWW.STARWORKSENTERTAINMENT.COM

_________________________________________________________________________________________________________________________________

PROJECT:

"CrossOva to Stardom"

National Tour Series

_______________________________________________________________________________________________________________________________

Dear Investor;

CrossOva Artist Management & Recordings LLP. Along with Starworks Productions Inc. (NYC) is currently proposing to organize a one day all star concert event entitled: "CrossOva to Stardom" to raise proceeds that will be reinvested to fund future concert events, CrossOva record label and projects involving humanitarianism.

"CrossOva to Stardom" hosted by the new innovative performance troupe known as The CrossOva Family, will be a highly publicized concert event at Hammerstein Ballroom in Manhattan, New York, featuring some of the biggest names in R&B, Hip Hop and Latin Music as well as featuring some of the hottest young fashion designers and their work. The theme "CrossOva to Stardom" reflects excellence that young urban artists general want to achieve in entertainment and other industries and the legacy that other professionals are leaving behind to these young artists by supplying the experience, wisdom, knowledge.

The concert will begin in Manhattan, New York and based on the success of the initial concert will moving onto 8 to 10 other major US cities, bringing in revenue for its programs, special projects and events, worldwide. Funding needed to begin operation of this program is $406,350

CrossOva is currently seeking local and national corporate investment for the All Star Concert Tour. Your investment would help our organization cover some of the expense associated with the tour such as advertising, venue procurement and artist procurement. These funds would be used to advertise tour stops via radio and newspaper, secure the venue to accommodate and secure artists with large draw capacity such as Alicia Keys, Usher, Jermaine Dupri, and Eve.

By becoming an investor of Project "CrossOva to Stardom" and other programs will provide your organization with invaluable community recognition and support, as we are affiliated with many grass roots organizations. Also, your company's name and logo will be branded on all events including the tour as well has receiving handsome returns. You will be the Presenting Investor, Host Investor, or Co-Investor for all of our events in the US and abroad according to the Investor Agreement. In addition, your company will receive VIP Tickets to all events. Proceeds from the Tour will continue to fund, "CrossOva to Stardom" national tour and many other community projects and events worldwide.

Enclosed you will find copies to review at your convenience of the Organizational Profiles of CrossOva Artist Management & Recordings LLP., CrossOva Family Performance Troupe, Starworks Productions, Event, Budget, Investor Provisions and Investor Agreement.

Sincerely,
Jose A. Lopez

CEO

Starworks Productions Inc.

Organizational Profiles

The CrossOva Family Performance Troupe

NYC

HISTORY:

Tony Deleon a.k.a Chance

Born, raised and now residing in the Bronx; Chance a graduate of Cardinal Hayes High School let’s you know that not only is he street smart, he is also book smart maintaining a 3.0 average upon the completion of his academics. Growing up with a rough childhood environment he learned how to definitely take a chance. Raised by his mother whom worked two jobs to support him, he saw no choice but to take to the streets to sell drugs. He would write lyrics as as a way to cope with his dilemma, however when he realized drugs were just a destructive device rather than helping him out of his dilemma, he made a major decision. He decided to turn his life around and took the real chance to change, especially taking the chance on himself and with his music, at the age of 13 years old. Hence the name Chance.

Angel Melo a.k.a Bags

A graduate of Graphic Communication Arts High School was no academic slouch either. (Graduating with a 3.5 Average) Born and raised in Queens by both his parents; they tried to give him a normal life. However in the mean streets of NYC, you can’t help but to observe. So that’s just what Bags did, he observed and wrote about what he was surrounded by. At the age of 13 he felt this pen, pad, and mental notations were his ticket out of the destructive environments which surrounded him.

An event occurred in 1998, where these two young men met each other and these two artists with the same goals and intentions; wanting to improve their current situations and wanting to make music that their already established fan base can listen too. These artists embarked on a mission to make a definitive name for themselves. Through several competitions and guest appearances on underground independent mix tapes they soon realized they were becoming very successful as lyricists. With over 6,000 units sold they continued to make a name for themselves independently and collectively in the entertainment industry.

Shortly after the coming together of these artists in their entertainment exploits, the two young men met with two other friends Joevanny Santos and Johnathan Valdez, who became their management team and later introduced them to Mr. Jose Lopez CEO of Starworks Productions Inc., who established with them The CrossOva Artist Management and Recordings LLP. Soon afterward The CrossOva Family while pursuing the music industry decided to also pursue helping other youth to escape the similar situations of being caught in a vicious circle of destructive atmospheres through music and art and currently developing a vision of The CrossOva Foundation.

NYC

HISTORY:

Starworks Productions Inc. was established in 1984 by a collection of youth and young performing artists from disadvantaged neighborhoods, who out of a need to be recognized for their creativity, and having a lack of opportunities, decided to create their own opportunities for themselves and for all youth by pooling what little resources they had, and teaching each other and sharing different skills and talents they had learned. Through this sharing they felt that they sharpened their own skills and had discovered new talents they didn't realize they had. These youth had decided to do this on a grand scale collaborating, teaching and sharing new and old ideas in all types of subjects. In a matter of six weeks, they had over 30 youths meeting together on a regular basis to practice and learn different aspects of the performing arts and other from one another and these meetings expanded to include all types of skills in various fields and disciplines such as how to prepare for job interview to learning computers. This group later became familiar to the public as "Starworks" (defining the dedication and the levels of excellence they wanted to achieve). The young people afterwards wanted to publicly display their newly acquired skills to the public, by entering showcases and later creating their own competition and showcase known as "Starbound". In this showcase they sharpened their skills against other youth whom they would invite from all over the city and the competition categories included music, art, fashion, writing, dance, etc. “Starbound” was created to be the first vehicle of Starworks to not only showcase talent, but to advocate the message to the world of the urgency of the lack of opportunities that inner city kids have and provide an ongoing vehicle of opportunities in order to make entire communities thrive on many levels whether those involved are in the performing arts or not.

MISSION STATEMENT:

To bring the entertainment world, private industries, investors and other industries into the communities to give disadvantaged youth and adults opportunities to empower themselves through the arts and other vehicles.

GOALS:

To create a complex that would encompass the creative energy of young people and create a constant interaction between to the community and private industries to cultivate the progress of the communities and especially its children so they both may thrive. This complex would be called "PROJECT H.O.M.E." (House of Mental Edification/Cultural, Arts, & Social Awareness) This multi-faceted building would be dedicated to serving disadvantaged youth and adults who aspire to be recording artists, performing artists, or just successful in any field of their choosing and who wish to get off the streets and into working on attaining their dreams.

1) To give back to the community through programs that will provide tools and vehicles for the community to thrive, on many levels such as educationally, socially, financially, etc.

2) To give youth alternatives to negative elements of the streets though music and the arts.

3) To give young performing and non-performing artists in the community the opportunity to be recognized for their talents and to put them to good use.

"CrossOva to Stardom"

National Tour Series

Itinerary & Information

"CrossOva to Stardom" National Tour Series will be an All Star, One Day Concert event that will feature some of the biggest names in R&B, Hip Hop, and Latin Music, as well as showcasing some of the hottest young fashion artists and their work.

DATE: PENDING BUT SLOTTED TO OCCUR BETWEEN JUNE AND AUGUST OF 2003

LOCATION "CrossOva to Stardom"National Tour Series will be held at the Manhattan Center Hammerstein Room located at 311 West 34th Street 8th Ave.

Aside from Madison Square Garden, the New York Manhattan Center hosts some of the largest events in New York City, located in the heart of Mid Town NYC. The Hammerstein Room is celebrated as the most professional facility equipped with state of the art audio, video, security, live broadcast capabilities with a capacity of 3700 seating.

TIME: 9:00PM TO 11:00 PM

"CrossOva to Stardom" National Tour Series is organized by Starworks Productions Inc. In cooperation with Tashmaray Entertainment (Atlanta), Blue Skyz Entertainment (NYC), Mr. Michael Green, Mr. Jose A. Lopez, Mr. Deshea Smithen and Tashea Margolis, who are some of the leading promoters in New York, Atlanta and other cities.

"CrossOva to Stardom" National Tour Series proceeds will be contributed to the Entertainment, Arts, Education, & Cultural Events.

Proposed Artists for Event are as follows:

5 Artists, 1 celebrity host and 1 DJ

NOTICE: ARTIST SUBJECT TO CHANGE

Provided Courtesy of Tashmaray Entertainment

HIP HOP & R&B

LOCAL AND CELEBRITY PERFORMERS

HOST & PERFORMERS THE CROSSOVA FAMILY

PINK

EVE
BUSTER RHYMES
LLCOOLJ
NAPPY ROOTS
CEL. HOST FREE

BUDGET

ARTISTS FEES

PINK                            $20,000
EVE                              $40,000
BUSTER RHYMES      $40,000
LLCOOLJ                    $75,000
NAPPY ROOTS          $20,000
HOST FREE                $12,000

TOTAL BUDGET ARTIST FEES $209,500

Artists Ground Transportation                      $30,000
Venue                                                        $12,500
Chair Rental-Inclusive of Set & Strike         $     550
Security                                                      $5,300
Sound &Lighting                                         $15,000
Box Office                                                  $1,500
Video                                                         $30,000
Broadcast Origination Fee                         $5,000
Ground Transportation                               $10,000
Hotel                                                         $15,000
Advertising (radio&print)                           $22,000
Advance Crew                                          $20,000
Misc. Expenses                                         $20,000
Catering                                                    $5,000
Insurance                                                  $5,000

Total Overall Budget $406,350

INVESTOR PROVISIONS

Three categories for investor to choose from for desired investment level

A.) Presenting-Investor

As a Presenting-Investor of the "CrossOva to Stardom" (known as event) you will need to provide the following:

1.) $500,000 one time monetary investment

2.) Promotional materials for various giveaways

3.) Copy of Company LOGO for promotional activities

As a Presenting-Investor of the event please find the following promotional opportunities and provisions:

1.) Radio Copy (30 running ads per weeks (TBD))

2.) 15"On-Air" mentions on all stations running ads (TBD per week).

3.) 10 "On-Air" mentions during PSA Announcements (TBD per week).

4.) 10 "On-Air" mentions during performing artist promotional radio "call-ins" (TBD per week).

5.) Company logo included in & on all official event banners day of the event.

6.) Company logo featured at the official event Press Conference.

7.) Company Name/Logo included on all promotional materials (circulars/posters) etc

8.) Company background information included in event promotional/press packets

9.) After Party Concert Ticket provisions (20 VIP Passes)

10) 45% percentage of the proceeds to the investor

B.) Host-Investor

As a Host-Investor of the event you will need to provide the following:

1.) $300,000 one time monetary investment

2.) Promotional materials for various giveaways

3.) Copy of Company Logo for promotional activities

As a Host-Investor of the event please find the following promotional opportunities and provisions:

1.) Radio Copy (20 running ads per weeks (TBD))

2.) 10 "On-Air" mentions on all stations running ads (TBD per week).

3.) 5 "On-Air" mentions during PSA Announcements (TBD per week).

4.) Company logo included in & on all official event banners day of the event.

5.) Company publicly recognized at the official event Press Conference.

6.) Company Name/Logo included on all promotional materials (circulars/posters)

7.) Company background information included in event promotional/press packets

8.) After Party Concert Ticket provisions (14 VIP Passes)

9) 35% of the proceeds to the investor

C.) Co- Investor

As a Co-Investor of the event you will need to provide the following:

1.) $100,000 one time monetary investment

2.) Promotional materials for various giveaways

3.) Copy of Company Logo for promotional activities

As a Co-Investor of the event please find the following promotional opportunities and provisions:

1.) Radio Copy (10 running ads per weeks (TBD))

2.) 5 "On-Air" mentions on all stations running ads (TBD per week).

3.) Company Logo included in & on all official event banners day of the event.

4.) Company publicly recognized at the official event Press Conference.

5.) Company Name/Logo included on all promotional materials (circulars/posters)

6.) After Party Concert Ticket provisions (10 VIP Passes)

7) 25% of the proceeds to the investor

INVESTOR AGREEMENT

Organization and Investor warrant and represent they have the right and authority to enter into this agreement and their performance hereunder shall not conflict with the rights granted any other party. Organization agrees to be solely and severally liable for the performance of their obligations under this Agreement.

This Agreement is construed and guided in accordance with the laws of the State of New York and, in the event on any litigation between the parties hereto, New York laws shall govern and the location of any litigation or arbitration shall be under the jurisdiction of the State of New York.

Should any portion of this Agreement be found to be invalid or unenforceable, it shall not effect the remainder of this Agreement.

This agreement is intended to be fully binding on the parties hereunder provided this Agreement shall not become effective until formally approved by Organization which approval must occur within seven (7) business days from the date hereto and executed by all other parties listed. It is contemplated that this Agreement between the parties containing additional terms and conditions customarily contained in agreements of this type (e.g. rights to secure life insurance, indemnities, conduct clauses, protection of trademark, reasonable notice and cure provisions, where appropriate, etc.), all of which shall be negotiated in good faith. Provided, however, that until such more detailed agreement is executed, this Agreement shall remain in full force and effect after the approval of the Event.

In consideration of the terms and obligations of this Agreement, the parties hereto set their hands.

By _______________________ By ______________________

Organization Investor

With the help of Mr. Lopez and Starworks Productions Inc., The CrossOva Foundation is being established and is planning on collecting young performing artists from disadvantaged neighborhoods, which also need to be recognized for their creativity, who also lack opportunities, to create their own competition and showcase such as “CrossOva to Stardom”. In this showcase they will sharpen their skills against other artists whom they will invite from all over the city and the competition categories included music, art, fashion, writing, dance, etc. “CrossOva to Stardom" and other similar projects will advocate the message to the world of the urgency of the lack of opportunities that inner city kids have and provide an ongoing vehicle of opportunities in order to make entire communities thrive on many levels whether those involved are in the performing arts or not.

CrossOva Artist Management & Recordings LLP. , Starworks Productions Inc. and The CrossOva Foundation are organizations dedicated to improving the lives of youth with an emphasis on the economically and culturally disadvantaged. Starworks Productions Inc. along with CrossOva Artist Management & Recordings LLP., have come together in a collaborative effort to bring about a positive change in New York, and other communities nationwide and around the world. CrossOva and Starworks Productions are striving to improve the lives of youth, young adults and adults through Arts & Cultural Activities, Music.

WELCOME