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Kate Carter vividly remembers the night a close friend who had been diagnosed with breast cancer pulled her aside at a back-to-school night and whispered that her doctors had given her only two years to live and that she had better start getting her affairs in order.

“I walked around for days just saying, `Oh my God, what are we going to do?’ ” Carter recalled. “I was so concerned about her three children. They had already lost their dad 18 months earlier (to Lou Gehrig’s disease), and now they were going to lose their mom.

“I was just feeling that I needed to do something. And then one day it dawned on me that I had done a television internship with a local cable access station and knew how to produce video.

“I called my friend up and said, `I can’t heal your body or do anything about that, but let’s do something for the kids. I can help you do a video, and on that video you can tell the kids everything you want them to know for the rest of their lives. Everything you can think of that you want them to know can be on there.’ “

Carter saw the videotape idea as an act of kindness, both for her dying friend to leave a lifetime of memories for her children as well as for the children, who would cherish those memories in the years ahead.

The idea also changed Carter forever, launching her on a quest to perform similar acts of kindness for others in the same situation.

The goal of Acts of Kindness, her recently formed non-profit organization, is to allow people who are terminally ill to communicate with their loved ones through recorded messages of comfort, reassurance and lifetime memories. The messages can be on videotape, audiotape, CD-ROM or even written text. They are recorded, produced and edited without cost.

“We all die. We’re all dying,” Carter said. “So what could be more important than sitting down and telling your family how you feel about them?

“You should do that every day, anyway,” Carter said, but she also knows that people sometimes never get around to it.

Carter’s friend never had a chance to complete a videotape for her children because her condition deteriorated so rapidly.

“Her mother sat me down the night after the burial and just cried when I told her what her daughter and I had been talking about because she had begged her daughter to do something before she died,” Carter recalled. “I told her, `Don’t worry, we’ll have friends and family sit down and tell stories about the couple and draw a picture for the kids.’ “

Carter said she has been told that the biggest fear of a child who loses a parent is that he or she would lose the memory of that parent. She didn’t want that to happen to her friend’s children, who had to deal with the loss of both parents.

“That was my concern was from day one, that these children not lose the memory of who those two wonderful people were,” Carter said. “I’ve told their grandmother how lucky the children were to have two wonderful parents who loved them for the time that they had them.

“But the fact remains that no matter what any of us does, those two parents aren’t there anymore. What we’re trying to do is keep the children connected with them in whatever way we can.”

To do that, Carter relied on videotaped interviews with family friends, relatives and even the children’s teachers at a Santa Barbara elementary school.

“We taped the teachers at Roosevelt School who were around when all this was happening and who taught the kids and knew the parents,” she said. “They came and said the most wonderful things to the kids about what wonderful parents they had and also how proud they were of the kids.”

Carter sees the videotape as something the youngsters will treasure for the rest of their lives.

“We’ve really tried hard to put together something that the kids will have forever,” she said. “We really believe that this will become the most important possession they have in their lives.”

Acts of Kindness is fulfilling a void for Carter, 46. The television internship was her previous attempt to fill that void, which she recognized after a friend of 23 years died suddenly of a heart attack.

“It was the most devastating thing that ever happened to me,” Carter said. “It was a big eye-opener for me that you just don’t know how much time you have. And if you’re not doing what you love, you’d better figure out what it is and do it, because it could be over tomorrow. And how will you feel leaving here never having done what you truly love?”

Carter loved the creative aspects of working in video but was unsure what direction to go in.

“When I finished the internship, I didn’t know what to do with it,” she said. “At the same time, I had this feeling that it was going to be something significant, something meaningful, and that I would know it when I saw it.”

Carter’s friends asked what she was going to do with the skills she had acquired during her internship.

“I kept saying, `Don’t worry. I’ll know it when I see it.’ Then when this happened with my friend (whom she planned to videotape), I remember thinking, This is it. This is the thing I’ve been looking for, to do something meaningful with media, not just entertaining or commercial, but something really meaningful.”

Acts of Kindness has attracted strong local support from individuals and organizations. In addition to grants and individual donations to fund the program, Carter developed a spinoff called Loving Wills, a for-profit business to help finance Acts of Kindness.

Loving Wills allows a person who is not in a crisis situation to record a message for family members or others who will survive them.

“It’s just like a regular will except it’s for emotional rather than financial purposes,” Carter said. “A will is what you do in case anything happens to you to provide for the financial future of your loved ones. Well, this is for their emotional future. We called it Loving Wills because it just fit so perfectly.

“We realize that sometimes it’s going to be years before we know what this work has meant to someone. We know we’ll hear about it years down the road, from some child who never knew their father or mother and who’s got that tape.

“What we’ve done is taken a really sad situation and tried to make something good out of it and preserve something good that will have a long-term effect,” she said. “We’re not going for a `Star Wars’ production. There are no special effects. But we want to make it as nice as we can.”

To do that, she may include family movies, videotapes or still photographs or have the subject do a voice-over if he or she doesn’t want to appear on the tape.

“I look at these videos just like when you hear an old song or you smell an old familiar smell and it transports you to a moment in time,” Carter said. “I know that’s what will happen when these kids are older and they need to have that connection. They’ll be able to see and feel and hear that parent. I want to paint a picture for these kids of who their parents were, even of who they were to their friends.”

Carter’s background as an executive secretary and as the owner of a medical transcription service have helped her in her new venture.

“I feel like everything I’ve ever done has led up to this kind of work,” she said.

An experience 10 years ago also has given her empathy for those she is dealing with today.

“I had a pretty horrendous health experience of my own where I almost didn’t make it,” she said. “So I understand very clearly” what people are going through.

Looking back on that experience, Carter said, she would have welcomed someone coming to her to have her record a message about her hopes and dreams for her three children.

While Acts of Kindness is primarily aimed at parents, she said, it also can be a tool for other terminally ill people.

“Some people may be able to resolve ongoing issues through these tapes, which is an interesting concept,” she said. “They might be able to get something off their chest, to ease guilt or an old anger.”

At the same time, Carter has been warned to be on guard about how some people might take advantage of the recording sessions.

“We will have to be careful that there aren’t some people who use this as an opportunity to continue a vendetta or to have the last word in a family fight,” she said.

Carter, however, is more concerned about how Acts of Kindness will help children who lose a parent.

“In my mind, the most profound thing that will happen is the effect this will have on kids as they grow up,” she said.

“The thing that keeps me going . . . is knowing what an effect this will have on children who lose a parent. When you’ve got that in the forefront of your mind all the time, it makes you feel elated that there’s something you can do to ease the situation, to make the situation better than it would be. It makes a big difference.”