Arousal,a new project from wward-winning producers Janis Lundman and Adrienne Mitchellof Montreal/Toronto-based Back Alley Films, and Phyllis Laing of Winnipeg-basedBuffalo Gal Pictures, offers an eye-opening twist on the erotic thriller.

To be directed by Mitchell, the film centres on a female eyesurgeon and closet exhibitionist who develops a relationship with an older malevoyeur. Principal photography is due to begin in autumn.

"My goal is to createa visually arresting film that situates the audience in the exhibitionist'sperspective rather than the voyeur's," said Mitchell, who sees stylisticsimilarities with the spanking 2002 Sundance hit, Secretary. "It's a twist on the cinematic formulaof the male voyeur and challenges our expectations of love and sex."

She will produce with Lundman and Laing, who brought TheSaddest Music In The Worldand 7 Times Lucky tothis year's Sundance festival. Ralph Zimmerman, the founder of Great NorthArtists Management and whose credits include Jerry And Tom and Suddenly Naked, will serve as executive producer.

Back Alley and Gal Picturesare part of a 50-strong delegation of Canadian film companies hosted byCanada's federal departments, funding agencies and the Canadian ConsulateGeneral in Los Angeles.