ABOUT US Virtual Media Systemshas developed a revolutionary new business offering that will enable you to achieve all of your financial goals. After years of market research, VMS has developed a fool-proof business plan so simple, anyone can do it. Let us show you how to become part of the lucrative multi-media industry with this ground-breaking opportunity. Join the growing list of distributors who have experienced the capabilities of Virtual Media Systems.

Since the year 2000, VMS is the exclusive distributor of the 'Virtual Media Machine'. Founded in 1993, VMS' 65,000 square-foot manufacturing facility is the world leader in kiosk design and manufacturing. Our facility has provided innovative kiosks for over 900 different applications for the largest companies in the world as well as government agencies and universities. Dedicated to the cutting edge of kiosk engineering, manufacturing, and integration, VMS realizes that great products start with great engineering. Our facility employs a specialty engineering staff degreed in each phase of the design and manufacturing process. Backing this staff is an investment in the most sophisticated tools for all forms of automated manufacturing capabilities. Countless hours dedicated to rigorous analysis and testing of all our components (from touch screens to currency dispensers) earned VMS's manufacturing facility certification for world class quality manufacturing procedures.

Virtual Media Systems is also the worldwide leader in providing digital media solutions for entrepreneurs who want to rapidly and cost effectively enter the growing digital media marketplace. VMS is the leading provider of licensed digital files with over 50 million encoded files. We have the world's largest licensed digital music archive - nearly 4.5 million songs. Our $80 million dollar Media Operations Center is the most adaptable and advanced multi-format media facility in the industry. Years of research into digital media development and design allows VMS the distinction to be recognized as the most sophisticated, scalable, and highest capacity distribution infrastructure within the multimedia industry. Here at VMS, we will give you all the tools you need to be successful in this new and exciting industry.

ABOUT THE MACHINE Developed to address the growing demands of digital photography, music, internet, and other web-based media applications, The Virtual Media Machine is the 'all-in-one' solution for multi-media sales and distribution. The Virtual Media Machine utilizes touch-screen technology with the most advanced user- friendly software available today. The Virtual Media Machine is an exciting new digital- media transaction station offering a unique combination of entertainment products and services:

Digital Photo Printing: The Virtual Media Machine includes a 4x6 Photo Printer designed to print quality, high resolution 4x6 photo prints. It can burn images onto a CD from any digital storage device, or create a photo CD as well as print 4x6 pictures from your digital camera or cell-phone.

Internet Access:The Virtual Media Machine allows customers to surf the Internet, check e-mail, pay bills, receive cell-phone downloads plus much more. Via the internet, corporations can broadcast advertisements on your 15" monitor which generates more income.

Music Downloads: VMS kiosks give consumers access to the entire repertoire of a recording artist or label. Recordings that space limitations and inventory costs would prohibit even the largest record stores from stocking. The VMS kiosk, however, allows any location (regardless of size) access to a complete library of music including even the most obscure artists. The Virtual Media Machine provides each customer with the ability to burn a custom compact disk, download songs to any MP3 player or laptop that is now available. VMS's digital audio content currently offers over 3.2 million high quality song clips, allowing consumers to listen before they buy. Our comprehensive music database offers detailed information about artists, genres, and record labels. Customers can buy an entire album of music or create their own custom mix. Within the near future, movies will be added to the VMS database as well.

AVAILABLE PACKAGES

• The Solo Artist -1 Virtual Media Machine
• The Duo - 2 Virtual Media Machines
• The Trio - 3 Virtual Media Machines
• The Quartet - 4 Virtual Media Machines
• The Symphony - 5 Virtual Media Machines
• The Virtual Grammy - 6 Virtual Media Machines

Each package includes:

• One year warranty
• Technical support
• Location assistance service
• Training
• Marketing Materials
• CD Stock
• Photo paper
• And much more!!!

THE MULTIMEDIA REVOLUTION Digital Multi-Media Productsare quickly becoming the largest growing market in the United States today. These include digital music, movies, photos, and internet communications. The Virtual Media Machine encompasses all of these increasing technologies which accounts for over 200 billion dollars in spending within the U.S. alone. Many major corporations such as: Apple, Microsoft, Dell, America Online, MSN, Yahoo, Disney, EMI, Universal, Sony, AT&T, BMG, Kodak, Fuji, Barnes & Nobles, Amazon, Coca-Cola, and many more are actively involved in the development of this Multi-Media Revolution.

Digital Photo Printing: Digital camera adoption has reached mainstream status with millions of American consumers participating in digital photography. Increasing demand for Digital Printing at retail locations is becoming the leading alternative by digital camera users as the preferred option for obtaining quality digital pictures.

Internet: In a matter of a few years, the Internet has consolidated itself into a very powerful platform that has changed the way we do business, and the way we communicate. The Internet, as no other medium, has given an International or, if you prefer, a "Globalized" dimension to the world. It is the universal source of information.

Digital Music & Movies: The legal downloading of music and movies is revolutionizing the way Americans receive their entertainment. Legally downloaded music will account for one out of every two dollars spent on the Internet, totaling 3.3 billion dollars in music spending online (Jupiter & Forrester Research, 2003). The movie industry is preparing to launch a world-wide marketing plan in 2005 for digitally downloaded movies which will double these projections in the first year.

on this business opportunity.