-Notes provided by IMAX Corporation-

PRODUCTION NOTES

Six thousand years ago, an inspired man rode on a horse for the first time. With that one act, the course of history was forever changed. Not only were horses saved from extinction, but also mankind was given the ability to explore the planet as never before.

Today, there are more than 60-million horses on Earth. And now IMAX, the leader in large-format film development, technology and presentation, brings the fascinating story of three of them to the IMAX screen with HORSES: THE STORY OF EQUUS.

Three foals are born on the same night. As the trio of newborns are welcomed into the world, they stretch their wobbly limbs and take their first tentative steps towards their futures:

The Chestnut (the Racer): born to be a racehorse, she will come back from the edge of breakdown to become a champion and the continuance of a legacy.

The Bay (the Rascal): trained to compete in one of the toughest sports, eventing, he will find a new life and enduring loyalty in the movies.

The Black (the Runaway): lost to his owners, he will escape from civilization and search for his own herd, where he will eventually find freedom.

From the same company that created SPACE STATION 3D comes HORSES: THE STORY OF EQUUS, an awe-inspiring and sweeping story of three spectacular animals galloping onto the IMAXÒ large-format screen.

Filmed in Australia, premiering in Calgary and available to IMAXÒ theaters worldwide, HORSES: THE STORY OF EQUUS continues the tradition of superlative offerings from IMAX, the company synonymous with the best in large-format film.

The Australian Film Finance Corporation, MBP and Mullion Creek & Beyond present an Equus Film Production: HORSES: THE STORY OF EQUUS. The executive producers are Mikael Borglund, Michael Caulfield & Rainer Mockert; the producers are Liz Butler & Michael Caulfield; the Director of Photography is Tom Cowan. The composer is Roger Mason, the editor is Melanie Sandford and the narrator is Gabriel Byrne. HORSES: THE STORY OF EQUUS is written & directed by Michael Caulfield, financed by the Australian Film Finance Corporation and distributed by IMAX Corporation. www.IMAX.com ©2002 IMAX Corporation. All rights reserved. IMAXÒ is a registered trademark of IMAX Corporation.

ABOUT THE STORY

Six-thousand years ago, man first domesticated horses and brought them back from the brink of extinction due to the Ice Age and human hunting. There are currently more than 60-million across the world that now depend on man for their survival.

This is the story of three of them.

On a warm spring night, three foals are born on a horse farm in Southeast Australia. (Mares can give birth once a year. Genetic encoding still plays part in the animal's behaviorat their most vulnerable while giving birth, mares seek the cover of darkness as protection for themselves and their foals against predators.)

Encouraged by their mothers, most foals stand within 30 minutes of their birth. A shaky start, to say the least.

Warmed by the sun, the foals - a Black, a Chestnut and a Bay - gallop across the fields and towards their futures, which will be in the hands of the people that own them. The foals live with their mothers for six months, then they are separated to graze and run with each other.

It is in a horse's nature to bond, to seek a herd, to adhere to laws of dominance and submission. Left without human interaction, young horses form new herds and sort out their own social order. They live as a family until they reach young adulthood. Then, at the end of their first year, the three yearlings are singled out of the herd and rounded up. They are headed to auction to be sold.

The horses' prices are determined by their pedigreethe more impressive the lineage, the higher the pricebut the purses brought by their purchase do little to estimate the animals' hearts or spirits.

The Chestnut's thoroughbred ancestry can be traced back to 1791; she goes for a high price. The Bay displays an explosive temperament in the auction ring; his price is lower. The Black, however, proves to be the most valuable of all; he will travel north 1,000 miles to be used for stud purposes. For all three horses, real life has just begun.

But the plans for the Black's future are changed by the intervention of fate. While taking the horse to his new home, the driver of the S.U.V. pulling the horse trailer loses control of the vehicle; and the trailer careens to the side of the road. When the driver opens the trailer to check on his prize, the terrified Black bolts. As the colt gallops into the forest, there is no chance for the rancher to pursue - at least, not now.

For the first time in his life, the Black is on his own. Out in the wild lies an unknown horizon and an uncertain future.

The Bay begins his training. What looks like riding to the human eye is actually a much more intricate process to the horse - it is a challenging lesson in dominance and loyalty. The Bay is having a hard time keeping his naturally rebellious spirit in check.

His owner is training him for possibly the toughest trial ever devised for horse and rider. It began in the military as a competition between cavalry officers, training themselves and their horses for war; now it is an exhausting sport called "eventing." To compete in cross-country, show jumping and dressage, horse and rider must form an unbreakable partnership. For some horses, the Bay in particular, this is a difficult concept.

The Chestnut begins her conditioning to enter possibly the most ancient competitive sport involving an alliance between man and beast - horse racing. She is following her Arabic ancestors toward the goal for which she was bredto run and to win. Primitive horses evolved their speed to escape from predators; now they gallop for human entertainment. The Chestnut's heart, lungs and legs are strengthened. Finally, she practices running in the company of other horses, learning to find the finish line first. She has become a race horse.

A search has begun, but the Black is still runningaway from people and into the wilderness of the high country. Unlike other grazing animals, horses eat a wide variety of food, so the Black does not go hungry. But he is a herd animal and alone, he is relatively defenseless.

In the hidden valleys of the mountains, small herds still roam free, the descendants of horses that escaped or were abandoned over a century before. They avoid any contact with humans. The Black's instinct to be with other horses is irresistible, and when he finally encounters a wild herd, he approaches. Yet to these wild animals, any intruder, horse or no, is seen as a threat, and the dominant mare challenges the Black and violently defends her territory. The Black is ultimately driven away, no closer to finding a new family than before. His search continues.

Horses instinctively understand dominance and submission. In the cross-country sporting event, not only have the horses never seen the course before, but also their long noses prevent them from looking down as they leap; they must jump blind. To succeed, the horse must trust the rider. The Bay is very young when taken to his first event, but the owner is determined to test his discipline. In the end, the Bay's stubborn streak wins out and he refuses to clear a water jumpthe rider is thrown and the event is over, in more ways than one. For when a horse and an owner don't get along, it's the horse that moves on, sometimes to a very different life. The Bay is sold to an animal trainer.

A horse can be taught to engage in behavior that runs contrary to instinct, but only when it trusts its trainer. The Bay and his new owner begin to build a strong relationship, and hopes run high for a successful new careeras a stunt horse in the movies.

Untried as she is, the Chestnut's first race is at a quiet, country track. Her jockey is outfitted in blue and red silks and she bears the lucky number "7." She emerges from the starting gate in the lead pack, and eventually pulls aheadto the cheers of her owner and the jubilant crowd. But the noise and the fuss mean little to the Chestnut, for her deepest instinct is at playshe wants only to runwhich she does beyond all expectation, easily taking the race. But something is wrong. Her young legs were pushed too far and they are damaged. With care and great effort, she may race again. The long winter ahead will prove telling in the horse's future.

The Black continues his hunt for a herd. He keeps searching for somewhere to belong, for acceptance by his own kind. He comes upon a herd of young feral stallions, driven out of their previous herds by older males. Not yet old enough to take on the responsibility of mares and the inherent power struggles that accompany the females, they form a bachelor herd. But even here, there is a dominant horse that ensures any newcomer is quickly disciplined. After an initial skirmish, his new herd accepts the Black and they roam together through the coming winter.

With the return of the warmer spring months, the Chestnut goes back into training and slowly begins to regain her strength and speed. Finally, she is ready to race again.

The Bay arrives on the set of his first film. Like many horses not in a herd, he has developed an incredibly strong bond with a humanhis trainer, also a stunt man. Both have been hired to complete a complicated sequence in a film that takes place in the Old West. The trainer is to fight another stunt man in the loft of a barn, then slide down a rope to his waiting horse and gallop out of the building. But during filming, the fight sequence choreography goes awry and the trainer falls from the loft to the barn floor below while a fire breaks out in the barn. But the tight link between man and animal, forged patiently and rendered unbreakable by trust, proves life saving, as the Bay follows the commands of his trainer and pulls him out of the burning barn to safety. The Bay has found his home and this new partnership is for life.

The Chestnut's owners decide on a last-ditch gamble, entering the horse in the biggest race on the spring calendar. But there is an accident in the gates and she starts the race in last place. Then, as she continues to run the course, something ancient and magical happensher stride begins to lengthen, her speed increases to more than 30 miles-per-hour. As she races, she takes in 16 gallons of oxygen every minute and her legs hit the ground with a force more than twice her body weight. Neck and neck in the final straight, the Chestnut is at the very edge of what her heart, lungs and muscles can do. Somewhere in her body, she finds the resources to push that extra bit, and she crosses the finish line first.

Most racehorses will run within their limits their whole life. A rare few have the heart to reach beyond. The Chestnut leaves the track forever, for she has won the right to pass on her heritage. And the following year, on a warm spring night, she delivers a foal, under the cover of darkness, just as her ancestors have done for centuries.

Deep in the forest, the Black has been sighted, and his owners want their investment back. They herd the Black and the other wild stallions with a helicopter and men on horseback, driving them down and out of the mountains, across the fields and toward a waiting corral. But more than a mere fence is needed to restrain the Black, and with one mighty jump, he clears the pen and is free once more. With lightening speed, he outruns his owners yet again and loses them in the surrounding forest. He is free and begins a new search for another herd, another family, another home.

ABOUT THE MAKING OF HORSES: THE STORY OF EQUUS

For the last year and a half, Producer Liz Butler, Director Michael Caulfield and their crew have lived, worked and played with horses. To complete their new IMAX film, HORSES: THE STORY OF EQUUS, they have followed the wild horses of the Snowy Mountains, careered alongside thoroughbreds as they thundered down a racetrack and watched in wonder as newborns came into the world all utilizing the finest in IMAXâ large-format film technology available.

Caulfield observes, "This film is about three great stories that have all of the elements of good dramaconflict and resolution, striving against major difficulties and winning through, and finally, affirming what it is we actually like about ourselves."

Producer Liz Butler notes, "People who love horses are going to love this film. And people who don't really know much about horses will love this film because they're just so beautiful to watch."

The film focuses on the stories of three different horses all born on the same night. "Because of the special relationship that exists between horses and people, we had to find a way to make that the basis of the film," says Caulfield. "But no one horse could do it. Ultimately, we decided on three horses whose lives not only intersected with people, but also contained enough dramatic elements to entertain audiences."

Caulfield and Butler zeroed in on several areas where horses and humans interact in high-impact waysracing, competitive jumping, ranching and even the movie business. They then fashioned the stories of the "Racer," the "Rascal" and the "Runaway" that would serve as the mainframe structure of HORSES: THE STORY OF EQUUS.

Caulfield and Butler selected the stunning countryside in the state of Victoria in Southeast Australia, taking the IMAXÒ camera to remote and beautiful locationssnowcapped mountains, lush valleys punctuated by rivers, waterfalls and sweeping plains. The locations also included areas where horses are found within man's domainfarms, stables and racetracksand even an old "western" film set where one of the most dramatic sequences in the film (the Bay's rescue of his trainer from the burning barn) is set. (All of this took place under the watchful eye of animal rights advocates, whose constant presence on the set ensured the safety of Caulfield's animal stars.)

In the filming of HORSES, Michael took great care in filming his subjects, capturing horses behaving as they naturally would in the wild for the giant IMAXÒ screen. Caulfield elaborates, "The film became a combination of sequences involving trained horses and observational footage of horses in the wild, and I was always surprised by the horse's adaptability to new circumstances and ability to learn: They have a natural curiosity which, while it's completely captivating to us, in evolutionary terms was a very successful strategy. It initially brought them to human settlements and then kept them there, despite them being hunted in large numbers. Eventually, some unknown, inspired individual decided to climb up on a horse's back and their future, along with ours, was sealed."

Caulfield adds, "We don't pretend in the film that the horses are doing things that they would not normally do. If they run, they run like horses do. If they're in a herd together and there's some fighting going on, that's because that's what they do."

The task of filming horses in action outside of the confines of a soundstage posed a challenge to Caulfield and his crew.

The director remembers, "We had to be alongside horses that were travelling very quickly. There is only one way to do that, that I knew ofand that is that you put the camera inside the 'Spacecam' and you drive like the clappers to keep up with the horses."

The director mounted the camera in a pod, called a Spacecam, which was then suspended from a crane arm mounted to a specially fitted automobile or truck. The Spacecam is a gyroscopic mount, which keeps the camera perfectly steady. This allowed the filmmaker to maintain pace with the galloping subjects, tracking their every move on film.

Another technique Caulfield chose was to shoot using high speed, which means that when the images are projected at normal speed, it translates onto the screen as slow-motion.

Caulfield explains, "This technique allows us to look very closely and gloriously at the horses' movement: at the way that the musculature ripples along the body when the horse is in full gallop; at the way that the legs fold up underneath as the horse gathers them up before the next stride; at the extraordinary synchronicity that goes on between those four legs that enables the horse to be propelled; at the way a horse can jump and simply leave the ground and stretch out all of its limbs, clawing the air and pulling itself through. Beautiful things. If you watch them in real time, they just hurtle by you. When you watch them in slow-motion, you begin to understand what a remarkable animal this is."

The director concludes, "I have a deep affection and respect for IMAX films as the last 'family' holdout. 'Family' is a word that needs a good drycleaning these days, but what it essentially means to me in this case is that people can still go to IMAX theatres around the world and be guaranteed that what they and their children will see will be (hopefully) challenging, exciting and stimulating. What it will not be is offensive, cheaply violent or demeaning. That's a fortunate circumstance but it also presents particular challenges. In a climate where we present our films to the most visually literate (and sometimes jaded) audiences the world has ever known, how do you keep these values alive in an IMAX film and still turn out involving stories? This was the thinking behind the construction of HORSES. I wanted a film that provided scientific and behavioral information, but gave you that in an exciting and involving story, one that connected with the audience."

The film has been a long love affair for Caulfield and Butler and their star horses. Mindful that the circle of horse life changes with the seasons, they followed their three main characters from birth, through to young adulthood. Principal photography of HORSES: THE STORY OF EQUUS was completed approximately one and a half years after its start in 2000.

ABOUT THE FILMMAKERS

Michael Caulfield's (Producer/Director/Writer) work includes musicals, documentaries, dramas and feature films. His professional career began as a musical director and resident composer of the Independent Theatre in Sydney, Australia, then later for Australia's Pageant Theatre in Education. His composing talents were used extensively for commercials, films and television series including composing and directing Festival Chorale Works in three Australian states.

He then wrote and directed an Australian Broadcasting Commission TV series, Wayzgoos, and docu-dramas The Secret Discovery of Australia and Lawrence of Arabia: The Master Illusionist. Caulfield was performance director for the acclaimed Australian feature films Storm Boy and The Chant of Jimmy Blacksmith and for children in the feature film My Brilliant Career. He later directed his own feature, Fighting Back.

In 1989, Michael produced The Great Wall of Iron, a four-hour documentary about the People's Liberation Army of China and winner of the George Peabody Award. His work during the 1990s includes the Emmy Award-winning Submarines: Sharks of Steel, a four-hour documentary series for The Discovery Channel and Time/Life and the documentary specials The Space Shuttle and Flight Over the Equator for The Discovery Channel. He followed these with two series of the 13-episode television drama Fire for The Seven Network in Australia.

In 1997, Michael wrote, produced and directed Africa's Elephant Kingdom, an IMAX® film for The Discovery Channel (released worldwide in April 1998). In 1999-2000, he produced the eight-hour award-winning television series Australians At War through his Sydney-based company, Mullion Creek Productions.

Caulfield is also the author of three children's books.

Liz Butler (Producer) began her professional career in 1981 as a marketing executive. Her passion for adventure, scuba diving and the outdoors and her desire to present these activities to a wide audience compelled Butler to enter the television industry as producer, director and writer of her own nature and adventure documentaries in 1988. Nineteen television documentaries later, Liz has become one of the world's most prolific producers of this genre of documentary.

Her feature debut was Nullarbor Dreaming, where she jointly produced the documentary of a world-record cave diving attempt in one of the massive water-filled caves under Australia's remote Nullarbor Plain. The film was sold worldwide and earned several international awards.

In 1990, Liz formed Osford Film Productions with co-producer Andrew Wight and together they developed The Deep Probe Expeditions, a highly successful series of nine underwater/nature documentaries filmed around the world. She filmed and dived alongside such creatures as whales, whale and great white sharks, sea lions and crocodiles in such locations such as America, Cuba, Papua New Guinea, Australia and Mexico. Liz directed and wrote the last seven episodes of the series, which continues to screen worldwide on The Discovery Channel network.

In 1995, Liz and Osford Films formed a joint venture with U.S.-based Quest Productions, owner of the 200-foot ocean exploration vessel, "Quest." With Quest, she co-developed and produced the series Adventures of the Quest, filmed in Australia and Alaska and completed in 1997. Liz wrote, directed and co-presented these ocean exploration/marine natural history documentaries, which screen internationally on National Geographic's cable network.

Liz then traveled to Kenya for seven months to run the award-winning IMAX® production, Africa's Elephant Kingdom, directed by Michael Caulfield and produced by Mullion Creek Productions. The film was released in 1998 and screens at IMAX® theatres internationally.

ABOUT IMAXÒ

Founded in 1967, IMAX Corporation is one of the world's leading entertainment technology companies. IMAX's businesses include the world's best cinematic presentations together with IMAX, IMAX 3D and the development of the highest quality digital production and presentation. The IMAX brand is recognized throughout the world for extraordinary and immersive family experiences. As of March 2002, there were more than 220 IMAX theatres operating in 30 countries. More than 700 million people have seen an IMAX presentation since the medium premiered in 1970. IMAX Corporation is a publicly traded company listed on both the Toronto and NASDAQ stock exchanges. IMAX® is a registered trademark of IMAX Corporation. More information on the Company can be found at www.IMAX.com.

###