OvoWorks, Inc._BusinessPlan

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OvoWorks, Inc.

A full service, all-image agency and representation company.

Specializing in stock and assignment.Representing photographers, photographs, fine artists and related products and services.

OvoWorks, Inc., your best shot.

The Mission

To represent and deliver the finest quality photography, moving images, fine arts andrelated services and products to the business and consumer public.

To be a market leader in our field and to offer our services, products and goods throughour In-Person services and over our web-site, OvoWorks.com.

To deliver valueTo capture clients and other users through 24/7 top-notch serviceTo represent the finest photographers and their workTo establish cost advantage for products, services, computing, bandwidth and storageTo integrate vertical marketplace solutions through affiliations and strategic relationshipsTo achieve market penetration and critical mass

To utilize the four essential components to expand our operations in the photographymarket:

Commerce

Content

Community Connectivity

.

The Business:

OvoWorks, Inc. (OvoWorks) is a full service photographer/photography and relatedtalent, distribution, product and service company offering commerce and community inperson through its In-Person service, and over the Internet through its web-site,OvoWorks.com.

A. OvoWorks In-Person services

A full service, all-image company, the OvoWorks, Inc. In Person service representsphotographers, photographs, fine arts, moving pictures, related products and licensedgoods to the global marketplace, including newspapers, web-sites, magazines,advertisers, corporations and its strategic partners. We provide images from oursignificant still and moving image repository of photographs, fine art and relatedproducts, and we provide personal service from our experienced staff, and 24/7 online

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access to our digital collection. We also arrange photography assignments anywhere inthe world and we are available to assist our clients for all its photography needs.

The business of OvoWorks includes the following:

Licensing -- Photographs are licensed by OvoWorks, Inc. for, among others, editorial,advertising, personal and corporate uses. License fees are based on, among others, thetype of usage, size of reproduction, distribution, and language rights required.

Assignment Photography -- Our professional photographers are available to shootaccording to a client's specification, offering complete custom-tailored photography,whether for an annual report, a product shot, an executive portrait or an exclusivemagazine spread.

OvoWorks, Inc. Collection -- Our image library continuously adds new andhistorical content. Through a vast network of image providers, we maintain

an ever-expanding group of top quality work.

Delivery -- Photos are downloaded directly from the OvoWorks digital content bank orare emailed directly to the client. The work can also be delivered in print or slide form, onCD-ROM, Zip disc, etc. or whatever form will suit the clients needs.

Research -- While our photo library is open by appointment to the picture professional, aclient may wish to use our experienced staff to research and find the images they need.The OvoWorks team will search the library files and provide a selection of photos for aclients approval, or the OvoWorks team may conduct an online search of the OvoWorksarchive, creating a lightbox of images for the client's review. If the necessary work is notavailable on site, our team will use it's first-rate global network of image providerrelationships to find the right product.

Specialized Services -- OvoWorks represents some of the world's most distinctiveimagery. The unique work produced by our talented group of individuals can create adesired impression and atmosphere for corporate, residential or entertainmentenvironments suited to meet the clients needs. As an example, OvoWorks creates themedevents for birthdays, weddings and corporate functions. In addition imagery can be usedto create an environment and to establish the brand and image of a corporate clientthrough advertising and promotion. OvoWorks is presently targeting the hotel, restaurant,retail industries and office complexes. From small intimate framed prints in a hotelbedroom to murals in the lobby of a corporation, OvoWorks, Inc. provides and installsunique and powerful imagery on demand.

Photographs obtained from OvoWorks, Inc. may not be used without permission prior tousage and payment of the negotiated license fee. Our representatives are available towork with clients on rights, license fees, research, delivery and any restrictions that mayapply to usage.

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In addition to the above, the Company anticipates deriving revenues from advertising andsubscription fees for vertical industry portals through the OvoWorks web site, transactionfees, e-commerce, sales, industry-related services, service contracts, commissions,consultations and other fee-based products and services.

B. OvoWorks.com - web-based servicesOvoWorks.Com, the Internet web site of OvoWorks will create new and more effectivemeans to communicate with its users, both business and individual, and establishes brandawareness which will increase business and expand user loyalty.

OvoWorks.Com presentations are simple and accessible to anyone with a computer andan Internet connection, and will offer photo-video-audio-text-voiceover-animation basedcontent.

In a recent study, In-Stream advertising was found to significantly increase brand impact.According to the study, brand recall was increased by 213% and brand awareness was up

by 160% compared with static web sites (Millward Brown Interactive Study, April 1999).OvoWorks.Com will showcase its talent, products and services in a truly unique, dynamicand engaging manner.

OvoWorks.com offers the following services and products over its Internet-based venues(supplementing its In-Person services):

1. Photo Content license, sale and all other forms of distribution2. Footage Content license moving footage3. Management and Marketing of OvoWorks talent, product and servicesTalent

represented by OvoWorks will be presented on the site, including their work,biographies, fan clubs, etc. Products and services related to them will be available forlicense and sale

4. Photos, videos, editorial and related talent offered for use by companies, agencies,magazines, print, television and other organizations. Representation and marketing ofphotographers and photographs. Representation of OvoWorks clients into books,documentaries, television, motion pictures and Internet

5. OvoGalleryPhotos and services offered to the public for individual purchase6. OvoMall photo related products offered to public for purchase Apparel (jackets,

hats, T-shirts, schedulers, film, batteries, etc); Electronic and computer (cameras,scanners): Books, music and video; Travel (co-op tours [with major travel agent],travel tours with photographers, etc.); Gifts: Frames and framing; Portraits (children,adults, occasions); Licensed photo e-cards (with our photographers and talent); Filmprocessing and purchase; Boot Camp (How to take the best photos); Monthly Photocontests (prizes and opportunities for the best photo submitted to OvoWorks forrepresentation)

7. OvoWorks Imaging Centers8. Star Shots Celebrity gallery - photos and stories9. Editorialinformation on the photographers, the images, the individuals represented

the story behind famous shots

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10. Consultationcorporate, hotel, office purchase consultation; gallery curating;investment and asset advice; the Outsourced Photo Department.

11. Community & InformationInformation on: wedding albums, school shots, babypictures, how to take pictures, how to get into the photography business, how tobe a model or actress, what the successful people did to make it; Contests users

submit their favorite pictures; Special Events Submissions (users may submit photosof special events for display and/or representation [disasters, conventions and otherspecial newsworthy events)

12. Whats Hotmovies, music, restaurants and travel tours of interest. Users can addtheir opinions. User polls

13. Contests/Rewards Monthly contests (best family picture, best vacation picture, bestanimal picture, best friend picture, etc.) with rewards (including tours, photographs,clothing, camera, etc.)

14. Member Rewardsmembers earn points for all purchases made on OvoWorks.com.Points can be used for freebies (free pictures, apparel, etc.)

15. Email postcard - (with one of OvoWorks.Com photographers/talent as a logo).

16. JobsList jobs for photographers and related services (make-up, hair, cameras,catering, etc.)17. OvoWorks PhotoTEC magazine quarterly magazine focusing on Travel,

Entertainment and Candid photos18. Strategic Relationships TimePix (AOL Time Warner, Inc.) completed

OvoWorks.Com will create and broadcast interactive, entertaining, rich mediapresentations of our talent, products and services.

Revenue Source:

Fees for photographers and selected talentStock photoAssignment photo

Fees from representation and marketing of clients into publishing, documentaries,television, motion pictures and Internet

Fees from moving footageEarnings from sale of original prints in the OvoGalleryEcommerce earnings from OvoMallEarnings from license of editorial materialEarnings from licensing and merchandising of productsEarnings from PhotoTEC quarterly magazineFees from job listings (three tiered fees, lower (plain listing) higher (bold listing) highest(boxed ad)Consulting and advisory servicesSeminars/EducationAdvertising

One example of an existing revenue source:

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The Company licenses photographs and images with independent agents. OvoWorksnormally receives one-half of the proceeds from any licensing agreement secured for itsphotographers. For example, a sports photograph used for an advertising campaign inmajor media (i.e. New York Times, Newsweek, billboards, etc.) might be licensed at aprice of $10,000 for an advertisement campaign. OvoWorks would receive 50% of the

revenue (or $5,000) generated from the placement of that photograph. The Companyoperates on the basis of representation agreements with its photographers whereby thephotographs represented by OvoWorks are exclusive to the Company. A long termobjective of OvoWorks is the development of its existing image databank, which wouldcompete with catalogues available over the internet through its competitors.

The Strategy:

OvoWorks, Inc. has been formed to be a market leader in its field, to offer its services,products and goods through its In-Person services and over its web-site, OvoWorks.com.It will achieve this goal by:

Delivering value Capturing clients and other users through 24/7 top-notch service

Representing the finest photographers and their work

Partnering to achieve cost advantage for products, services, computing, bandwidth

and storage

Integrating vertical marketplace solutions through affiliations and strategic

relationships

Achieving market penetration and critical mass.

Having identified strategic applications areas that are most valued for its users,OvoWorks will offer the following essential components to both its In-Person servicesand web-site:

Commerce

Content

Community

Connectivity

OvoWorks, Inc. has entered the marketplace with its In-Person service and is presentlylaunching its B2B web-site. The company has established offices at 1650 Broadway,Suite 507, New York, NY 10019, in the heart of New York City, the media capital of theworld and is a Delaware corporation, in good standing.

The Company has finalized a strategic alliance agreement with TimePix, a division ofAOL Time Warner, Inc., and has, by this agreement, extended its reach through theTimePix global network, to a worldwide audience. Its critical mass penetration isworldwide and promises to make OvoWorks a recognizable name in photographyservices and product representation.

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During Phase I, OvoWorks, Inc. is signing photographers and their photographs to itsinventory through favorable contracts and representation agreements. OvoWorks,through its In-Person services represents this collection of established talent tomagazines, newspapers, corporations and other corporate licensees, users and buyers. Inaddition, OvoWorks offers its consulting, curating, licensing and personal marketing

services to a continually expanding client base. OvoWorks will also launch itsOvioWorks.com web site, offering its services and products over the Internet.

During Phase II of its business strategy, OvoWorks, Inc. will expand its web site, makingit the market leader in its field, offering a full-service destination site for consumers andbusinesses, extending its services, products and reach to the full expanse of that offeredby the Internet.

Throughout, the Company will continue to systematically select its most widely usedimages for digitization.

Strategic Relationships:

OvoWorks, Inc. intends to enter strategic relationships with partners that will increasemarket penetration for OvoWorks products and services, will reduce operating costs andwill increase efficiency.

On July 27, 2000 OvoWorks, Inc., has entered into a strategic relationship withTimePix, a division of AOL Time Warner, Inc., whereby TimePix will distributeOvoWorks products to its worldwide customer base. This strategic relationshipallows OvoWorks to reach a critical mass of clients and users and to increase itsmarket penetration, making OvoWorks a global presence in photo product andservice representation.

Sales and Marketing:

Direct marketing by a dynamic sales force will increase market penetration forOvoWorks through its bottom-up, In-Person service, and though its web-site, and bottom-down through servicing large users. OvoWorks will directly target a number of well-established clients (including advertisers, magazines, corporations, calendars and postermanufacturers, and potential strategic partners, by means of a highly personalizedmarketing campaign. The pricing structure will be designed to attract and reward earlyadopters. OvoWorks will also develop one-on-one relationships with its major clients.OvoWorks will pursue preliminary strategic alliances which will extend the OvoWorksreach to a large matrix of participants in all areas of the marketplace.

Business Opportunities for OvoWorks:

In the development and establishment of the business of OvoWorks we will create,market and expand the following business opportunities:

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Concentration on business and consumer relationships

Brand development and awareness; establishment of a broad, brand destination site

Creating a unique distribution channel

Developing and growing commerce opportunities

Establishing content and community opportunities

Marketing unique and highly desirable products and services

Creation of value

Endorsement by interested and well-known individuals and organizations

Brand Awareness:

OvoWorks will establish its brand through industry-related activities throughparticipation in industry events, targeted media, public relations and by establishing andmaintaining its presence in the marketplace.

Traditional and Internet Marketing:

OvoWorks will place traditional and banner ads in leading publications, broadcasts andkey industry sites.

The Market:

OvoWorks is an all-image representation and licensing company representing , in abusiness-to-business and in a business-to-consumer format, photographs, moving images,fine art, licensed products, related services and royalty free images. In order to penetrateits market and develop new markets, and to distinguish itself from its competition,

OvoWorks will offer stellar in-person service and state-of-the-art web-based services toits customers and clients.

OvoWorks is a full service organization representing,distributing and servicing photographers, photographs andrelated products and services through its In-Person servicesdepartment and through its Internet-based services,OvoWorks.com plans to utilize state-of-the-art photo-video-text-audio-animation-based content rich-mediaformats.

OvoWorks is a blend of the new and the tried & true method of representation, offeringpersonal representation to the individuals represented, personal service to theorganizations using our services and public (web-based) information and products tousers.

Ernst & Youngreported that 53% of US households have PCs and 17% have shoppedonline. The average age is 41 and the average household income is $58 thousand. Theshopper is divided evenly among men and women, over 58% are married and over 41%

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have at least a college education. Actimedia Research demonstrates that over 22% ofB2C shoppers spent $1-$50, over 15% spent $51-$100 and over 26% spent $101-$400.Deloitte & Touche reports that internet shoppers spent an average $1,206 online in thepast year. In many cases, Online purchases have replaced other forms of purchase andeven initiated purchases not made otherwise.PricewaterhouseCoopers reports that 47%

of those questioned purchased online replacing a store purchase, 36% purchased onlinereplacing a catalog purchase and 26% purchased items online that would not have beenpurchased otherwise. Consumers interested in purchasing photo and photo-relatedproducts and services will make up a substantial portion of that B2C e-commerce. Theseare the demographics of the OvoWorks.com customer. The Business-to-Business marketis expected to grow to over $2 trillion by the year 2003, according toForrester Research.Interactive Weekreports that trends have stressed the importance and value of onlinecontent and this increases the goal of making users take action when on the site and makea purchase. OvoWorks offers such content to its users and as a marketable product tolicense.

OvoWorks.com is establishing a strong B2C presence, using the Internet, in addition tothe more traditional means of marketing and distribution, to reach this dynamic and everexpanding public.

The global market for photography and photography related products and services is vast,including photographs, all forms of cameras (including digital), all forms of film(including digital), developing, imaging, educational, leisure, entertainment and apparel.The business clients include magazines, newspapers, television stations, museums andannual report and advertising. The consumer clients include collectors and the generalpublic. A recent market survey conducted by the Gartner Groupprojects that the globalbusiness-to business e-commerce market in 2004 will be $7.3 trillion, up from $403billion in 1999. Deloitte & Touche recently reported that the average consumer shopperspent $1,206 online in 2000, and in aPricewaterhouseCoopers 2000 report, onlineshopping has increase online over in-store shopping by as much as 47%. One ofOvoWorks competitors alone, Getty Images, has reported Q2 2000 results up 125% froma year earlier, with e-commerce revenues tripling over that same period. The digitalcamera market alone is projected to reach $4.3 billion, with over 41.6 million unitsproduced, by 2004 (The Daily Deal). In addition to the digital stock market, thecommissioned photo and desktop photography market alone is estimated to be worth $8.5billion and the digital camera market is estimated to be worth $4.3 billion.

This dramatic growth in business-to-business and business-to-consumer commerce and e-commerce is being driven by dramatic improvements based on Internet and digitaltechnologies and by an increased need for such images in a vastly expanding business,news and general consumer market.

OvoWorks has established four significant application strategies that are most valued byits targeted customers and clients. They include:

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Content OvoWorks will provide content and information to its targeted clients and

customers.

Community OvoWorks will create community for professionals and the general

public, facilitating interaction in the in-person and digital marketplaces.

Commerce In-person and online transactions will provide tangible value to its

clients and customers offering high quality products and services at affordable prices. Connectivity OvoWorks will integrate the marketplace utilizing both in-person and

the digital marketplace, providing its customers and clients the highest qualityproducts and services it needs with a high level of service.

The goal of OvoWorks is to be the leader in its field bydelivering value to its clients and customers throughaggregated content and high quality images, products andservices; by capturing clients and customers with its productsand services; by partnering to achieve cost advantage: and, byintegrating vertical marketplaces through affiliations with

industry businesses.

OvoWorks will enter strategic relationship agreements with selected organizations,(example: Kodak; Fuji; AOL, Yahoo) extending our market penetration, extending ourcritical mass, reaching millions of dedicated users.

OvoWorks has entered a strategic relationship with

TimePix, a division of Time Warner, Inc. which has

presently merged with AOL, accelerating the Companys

time to market and assuring the successful delivery of its

products to its customers and clients.

OvoWorks will pursue other strategic relationships with industry leaders.

Direct marketing by the OvoWorks sales force will seek to attain market penetrationthrough its in-person relationships with clients, and utilizing its online presence to expandits market penetration to a global marketplace, delivering its content and connectivity tobusiness-to-business clients and business-to-consumer customers. Utilizing traditionaland Internet advertising, OvoWorks will place banner ads and gateway ads on leadingsites and will place advertising in leading industry publications. In addition, magazineand industry related publicity will increase the OvoWorks presence and brand. Long-term relationships with the marketplace will add to the presence and market penetration

of the Company.

OvoWorks will distinguish itself from its competition by offering advanced functionalitywithin each of its business processes, by offering personal service, by targeting the needsof its clients and customers and securing products to meet those needs, and by positioningitself to meet and capture an expanding global customer and client base. OvoWorks willreduce costs by reducing communication and business cycle time, lower distributioncosts, increase competition, offer desirable products and services, and OvoWorks will

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increase its revenues by an increased sales effectiveness and planning, by maximizingaccuracy of client and customer data, by increased direct marketing abilities and byexpanding the reach of its sales and marketing efforts.

Selective Photographers Represented by OvoWorks:

The company has had success in securing deals to represent some of the finestphotographers and graphic image makers in the industry. They include the following:

Noted travel and nature photographerBrian Miller, recently included in National

Geographic PublishingsHeart of a Nation coffee table book

Renown chronicler of Andy Warhols Factory during the peak years of the 1960s,

Billy Name-Linich is published in two books,All Tomorrows Parties, andBillyName_Stills From the Warhol Films and is steadily collected and exhibited by majormuseums around the world, including The Whitney Museum of Art in New York, TheSan Francisco Museum of Modern Art and, upcoming, The Georges Pompidou Center

in Paris., and has signed an exclusive agreement with OvoWorks. Photojournalist Bernd Obermann, published in major newspapers and magazines

such as Stern,Burda and The New York Daily News; currently published a bookcalledNew York,by Konnemann Press of Germany.

Linda Troeller - comprehensive coverage of spas around the world; her recent book,

The Erotic Lives of Women was reviewed by The York Times this past Spring .

New York City photographerSamantha Lee.

Natasha Von Rosenschilde - recently featured in anHBO special.

Editta Sherman - important celebrity photographer.

Dana Frank- comprehensive coverage of the music industry personalities.

Candace Scharsu global photo journalist. Robert Pirillo - travel photographer.

Elaine Mayes Retiring chair of the New York University School of Photography

Studies; unique reportage of late 1960s rock and roll and important natureexhaustively covering Hawaii.

Travel photographerBib Eng with special emphasis on geometric and conceptual

imagery.

Nadja Groux intensive material on Columbian and North American culture as a

result of her field work as an anthropologist.

Jame Stiles fine art photographer as well as humor oriented imagery.

Stefano Biliotti Italian based international reportage, travel and natural history.

Roberta Bayley Significant punk rock material collected by museums around the

world and published regularly.

Susan Gray More than 20 years of reportage. Published Writers on Directors a

book devoted to the movie industry.

EllenWallenstein 20 years of professional street photography (mostly New York

City related). Collected by museums and published regularly.

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Janet Levitt 25 years of professional ballet and dance photography. Recently

published front and back cover of the Kennedy Center Annual Report.

Cyrinda Foxe - writer, former wife of Steve Tyler, lead singer of the rock group,

Aerosmith.

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OvoWorks Customers:

Presently, OvoWorks has a customer base that extends from corporate to popular media,including news organizations. Some of OvoWorks customers are:

Universal Music Group

Oglivy and Mather Advertising Agency for American Express

Alfred Dunhill Thomas Publishing

The Gershwin Hotel

PhotoAssist for the US Postal Service

Marcom Visual Creation for Nikkei Visual Images

Neue National Galleries, Berlin

MTV for VH-1

The Andy Warhol Museum for an Intel sponsored web site (www.ArtMuseum.net)

People Magazine

Spin Magazine

Georges Pompidou Centre. Sothebys Auction House

OvoWorks has secured the cover inset of

People Magazine, the most popular magazine in

the world (04/02/01).

Ovoworks was credited on-air, on VH-1, the premier

music video cable channel during its 25 Years of Punk Rock

special program (04/19/01).

Exclusive Content

OvoWorks, Inc. presently represents 15,000 unique images.

Intellectual Properties:

OvoWorks intends to file trademarks applications to register trademarks for OvoWorksand related names. OvoWorks owns the Internet domain names OvoWorks.com andOvoWorks.net.

The Competition:

There certainly exist photo-related businesses and sites. On the web, Corbis (owned byBill Gates), GettyImages and TimePix control over 200 million images. Kodak, Fuji,Konica have their own web-sites. Nikon, Olympus, Canon and other camera have theirown web-sites. Photo agencies such as Blackstar and StarFile Photo representphotographers and their photographs to businesses. ArchiveFilms.com,Liaisonphoto.com, workbookstock.com, gettyimages.com. corbis.com, MIRA.com and

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sygma.com offer stock photography over the web. AOL has a You Have Picturessection.

OvoWorks distinguishes itself from the competition by offering full service functionalitywithin each of its business processes, both in its In-Person services and web basedservices. It will offer personal services to clients, business and consumer, and offer a fullrange of services, making it an indispensable addition to businesses and householdsworldwide.

OvoWorks understands that the photo service industry is still managed primarily byphone, fax and hand developed product. This is our initial target market, which will thenexpand through our full-service, easy to use, Internet-based services.

OvoWorks services and products will offer the following improvements:

Greater service to photographers (their photographs) and clients

Wider selection of products and services

Reduced costs

Lower distribution costs

Greater competition

Minimizing cost of use

OvoWorks, unencumbered by existing models that reduce flexibility and revenues, is ableto innovate in service, products and revenue models and capture market share to build thecritical mass needed to be a market leader in its field.

Directors and Officers:

Peter Muller Founder, Chairman, Chief Executive Officer, President

Peter Muller is a respected entertainment attorney and the author of 2 prominent books,Show Business Law (Quorom Books 1991), and The Music Business, A Legal Perspective(Quorum 1994). He is a respected businessman and is the former president and chiefofficer of Aca Joe, Inc., an international publicly traded company. He has advised majorindividuals and corporations and has lectured at prominent universities, including NYUand UCLA. He is active in civic organizations and serves on the board of the NYUColleges of Arts, Science and Engineering Alumni Association. He is included in notablepublications, including the prestigious Whos Who in America, and is often called on tooffer his advice and counsel.

Kevin Kushel Founder, Chief Operating Officer

Kevin Kushel is a veteran picture professional with 20 years experience as an agency andcollection director bringing together professional picture and consumer purchasers with aglobal variety of image sources. As director of the photo library at Associated Press andgeneral manager of Bruce Coleman, Inc. as well as a creative development consultantwith leading advertising and photo journalists, Mr. Kushel has managed content

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consisting of everything from nature to entertainment and successfully marketed to everytype of purchaser.

Conclusion

OvoWorks, Inc. is the photography, photographer and related products and servicescompany that views the borderless world as its prime market. Specializing in stock andassignment, OvoWorks, Inc offers its business and consumer customers the finest qualityphotography, moving images, fine arts and related services and products all delivered inan innovative, state-of-the-art delivery system and promises to create high returns forthe investor.

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Documents

OvoWorks, Inc._BusinessPlan