Executive Summary

A formidable opportunity has arisen from the combination of the advent of the Internet as a medium for music distribution, and the rise in popularity of a genre of music that is entirely composed with computer software - electronic music. Analysts predict that as much as 10% of music retailed in the U.S. in year 2002 will be purchased over the Internet¹. "While sales (of this genre of music) account for less than 10 percent of overall music sales, the genre is growing."² This genre has been largely ignored by most mainstream retailers and labels because of its non-traditional song formats that make it non-conducive for radio play.

It is audiorush.com inc.'s (ar.com's) plan to market the electronic genre of music via a web site (please see Appendix 6 on page 35) whereby consumers will download the music to their PCs. As a convenience, ar.com will write the purchased songs to CD and ship them directly to consumers who are not yet equipped to download music. The web site is designed for maximum user-friendliness, unlike any other music site today. ar.com's unique web design allows users to browse the selection effortlessly, while being able to automatically hear excerpts from each virtual CD.

The electronic genre of music is ideal for online distribution for the following reasons:

• There is a proliferation of artists worldwide within this genre because of the low price and accessibility of the necessary equipment and software
• The music is created on PC; artists simply send ar.com music files via the Internet from anywhere in the world
• Even very popular artists within this genre are accessible to negotiate contracts with since they tend to be self-distributed, or own small record labels
• Because of the genre's rapid evolution and its individualistic nature, aficionados constantly demand new material

Ar.com is distinguished from its competitors in that:

• The site uses flash software, the latest generation in web site technology that allows users to view complex graphics and animations, and hear high-quality audio
• It uses a "push" marketing approach in that there is no need to download individual music files
• It combines the advantages of CD-quality, piracy-protected downloadable music, custom-mixed shipped CDs, an electronica focus, event information, and musician resources

Music sales over the Internet are made possible by:

• Rapid penetration of high-bandwidth connections
• Compression software that renders music files 1/20 their original size with CD-quality sound
• The resulting combination allows the user to download a 45-min. CD in 11 minutes versus 36 hours
• Secured online credit card transaction processing

The market

The market for electronic music is largely composed of University students. According to Jupiter Communications:

College students, typically have free broadband access that makes digital distribution much more feasible, not to mention the highest penetration rate of any online demographic. This audience is the first that will be compelled to purchase writable drive peripherals specifically for the digital delivery of commercial music.³

Aficionados of electronic music are raised in the age of the World Wide Web, making Internet distribution in tune with their lifestyle.

Management Team
ar.com's management has the proven entrepreneurial and management skills to succeed in running this innovative, market-driven company. They have the rare combination of top business school training and a strong connection with the electronic music market.

Offer and Use of Proceeds
The estimated net proceeds to be received by ar.com from the sale of common shares, is $330,000 (including $30,000 of expected expenses associated with the offering). ar.com intends to allocate $50,000 of the net proceeds towards the purchase its web site design, and the balance, in the amount of $250,000, towards funding salaries and working capital. The investor will receive 10% of the common shares in exchange.

Capitalization
The following table sets forth the capitalization of ar.com as at the dates indicated, before and after giving effect to the issue of common shares contemplated hereby.

Ownership of Common Shares

As at April 30, 1999, on a pro forma basis, before the issue of common shares being offered, the ownership of ar.com's common shares will be as follows:

Exit Strategies

Three exit strategies are possible through which investors should be able to realize on their investment:

• with the accumulation of substantial cash flow, dividend payments could repatriate the investment
• in view of the rapid growth anticipated for the downloadable segment of the music industry, it is entirely possible that a company wanting to capture ar.com's market penetration would acquire ar.com
• should future public equity markets react as current markets, an initial public offering of ar.com's common shares, coupled with the offering of the investors shares, could provide an extremely lucrative exit route for investors

Summary Financial Information

1 Jupiter Communications, "Music Industry and the Internet", p.5
2 "Techno Tackles the Net", Niall McKay and Christopher Jones,
http://www.wired.com/news/print version/culture/story/16764.html?wnpg=all
3 Jupiter Communications, "Music Industry and the Internet", September 1998, p.9