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 and
related 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 through
our In-Person services and over our web-site, OvoWorks.com.

To deliver value
To capture clients and other users through 24/7 top-notch service
To represent the finest photographers and their work
To establish cost advantage for products, services, computing, bandwidth and storage
To integrate vertical marketplace solutions through affiliations and strategic relationships
To achieve market penetration and critical mass

To utilize the four essential components to expand our operations in the photography
market:
• Commerce
• Content
• Community
• Connectivity
.

The Business:

OvoWorks, Inc. (OvoWorks) is a full service photographer/photography and related

talent, distribution, product and service company offering commerce and community in
person 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 represents
photographers, photographs, fine arts, moving pictures, related products and licensed
goods to the global marketplace, including newspapers, web-sites, magazines,
advertisers, corporations and its strategic partners. We provide images from our
significant still and moving image repository of photographs, fine art and related
products, 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 in
the 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, the
type of usage, size of reproduction, distribution, and language rights required.

Assignment Photography -- Our professional photographers are available to shoot

according to a client's specification, offering complete custom-tailored photography,
whether for an annual report, a product shot, an executive portrait or an exclusive
magazine spread.

OvoWorks, Inc. Collection -- Our image library continuously adds new and
historical 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 or
are emailed directly to the client. The work can also be delivered in print or slide form, on
CD-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, a
client 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 a
clients approval, or the OvoWorks team may conduct an online search of the OvoWorks
archive, creating a lightbox of images for the client's review. If the necessary work is not
available on site, our team will use it's first-rate global network of image provider
relationships to find the right product.

Specialized Services -- OvoWorks represents some of the world's most distinctive

imagery. The unique work produced by our talented group of individuals can create a
desired impression and atmosphere for corporate, residential or entertainment
environments suited to meet the clients needs. As an example, OvoWorks creates themed
events for birthdays, weddings and corporate functions. In addition imagery can be used
to create an environment and to establish the brand and image of a corporate client
through advertising and promotion. OvoWorks is presently targeting the hotel, restaurant,
retail industries and office complexes. From small intimate framed prints in a hotel
bedroom to murals in the lobby of a corporation, OvoWorks, Inc. provides and installs
unique and powerful imagery on demand.

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

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

B. OvoWorks.com - web-based services

OvoWorks.Com, the Internet web site of OvoWorks will create new and more effective
means to communicate with its users, both business and individual, and establishes brand
awareness which will increase business and expand user loyalty.

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

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, dynamic
and 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 distribution

2. Footage Content – license moving footage
3. Management and Marketing of OvoWorks talent, product and services—Talent
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 for
license and sale
4. Photos, videos, editorial and related talent offered for use by companies, agencies,
magazines, print, television and other organizations. Representation and marketing of
photographers and photographs. Representation of OvoWorks clients into books,
documentaries, television, motion pictures and Internet
5. OvoGallery—Photos and services offered to the public for individual purchase
6. 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); Film
processing and purchase; Boot Camp (How to take the best photos); Monthly Photo
contests (prizes and opportunities for the best photo submitted to OvoWorks for
representation)
7. OvoWorks Imaging Centers
8. Star Shots – Celebrity gallery - photos and stories
9. Editorial—information on the photographers, the images, the individuals represented
the story behind famous shots

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10. Consultation—corporate, hotel, office purchase consultation; gallery curating;
investment and asset advice; the Outsourced Photo Department.
11. Community & Information—Information on: wedding albums, school shots, baby
pictures, ‘how to’ take pictures, ‘how to’ get into the photography business, ‘how to’
be a model or actress, what the successful people did to ‘make it’; Contests – users
submit their favorite pictures; Special Events Submissions (users may submit photos
of special events for display and/or representation [disasters, conventions and other
special newsworthy events)
12. What’s Hot—movies, music, restaurants and travel tours of interest. Users can add
their opinions. User polls…
13. Contests/Rewards – Monthly contests (best family picture, best vacation picture, best
animal picture, best friend picture, etc.) with rewards (including tours, photographs,
clothing, camera, etc.)
14. Member Rewards—members 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. Jobs—List jobs for photographers and related services (make-up, hair, cameras,
catering, etc.)
17. OvoWorks PhotoTEC magazine – quarterly magazine focusing on Travel,
Entertainment and Candid photos
18. Strategic Relationships – TimePix (AOL Time Warner, Inc.) completed

OvoWorks.Com will create and broadcast interactive, entertaining, rich media

presentations of our talent, products and services.

Revenue Source:

Fees for photographers and selected talent

Stock photo
Assignment photo
Fees from representation and marketing of clients into publishing, documentaries,
television, motion pictures and Internet
Fees from moving footage
Earnings from sale of original prints in the OvoGallery
Ecommerce earnings from OvoMall
Earnings from license of editorial material
Earnings from licensing and merchandising of products
Earnings from PhotoTEC quarterly magazine
Fees from job listings (three tiered fees, lower (plain listing) higher (bold listing) highest
(boxed ad)
Consulting and advisory services
Seminars/Education
Advertising

One example of an existing revenue source:

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The Company licenses photographs and images with independent agents. OvoWorks
normally receives one-half of the proceeds from any licensing agreement secured for its
photographers. For example, a sports photograph used for an advertising campaign in
major media (i.e. New York Times, Newsweek, billboards, etc.) might be licensed at a
price 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 Company
operates on the basis of representation agreements with its photographers whereby the
photographs represented by OvoWorks are exclusive to the Company. A long term
objective of OvoWorks is the development of it’s existing image databank, which would
compete 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 services
and web-site:
• Commerce
• Content
• Community
• Connectivity

OvoWorks, Inc. has entered the marketplace with its In-Person service and is presently
launching 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 the
world and is a Delaware corporation, in good standing.

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

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During Phase I, OvoWorks, Inc. is signing photographers and their photographs to its
inventory through favorable contracts and representation agreements. OvoWorks,
through its In-Person services represents this collection of established talent to
magazines, newspapers, corporations and other corporate licensees, users and buyers. In
addition, OvoWorks offers its consulting, curating, licensing and personal marketing
services to a continually expanding client base. OvoWorks will also launch its
OvioWorks.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, making
it the market leader in its field, offering a full-service destination site for consumers and
businesses, extending its services, products and reach to the full expanse of that offered
by the Internet.

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

Strategic Relationships:

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

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

Sales and Marketing:

Direct marketing by a dynamic sales force will increase market penetration for
OvoWorks 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 poster
manufacturers, and potential strategic partners, by means of a highly personalized
marketing campaign. The pricing structure will be designed to attract and reward early
adopters. OvoWorks will also develop one-on-one relationships with its major clients.
OvoWorks will pursue preliminary strategic alliances which will extend the OvoWorks
reach 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 through

participation in industry events, targeted media, public relations and by establishing and
maintaining its presence in the marketplace.

Traditional and Internet Marketing:

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

The Market:

OvoWorks is an all-image representation and licensing company representing , in a

business-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 penetrate
its 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 to
its customers and clients.

OvoWorks is a full service organization representing,

distributing and servicing photographers, photographs and
related products and services through its In-Person services
department and through its Internet-based services,
OvoWorks.com plans to utilize state-of-the-art photo-
video-text-audio-animation-based content rich-media
formats.

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

Ernst & Young reported that 53% of US households have PC’s and 17% have shopped
online. The average age is 41 and the average household income is $58 thousand. The
shopper 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% of
B2C 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 the
past year. In many cases, Online purchases have replaced other forms of purchase and
even initiated purchases not made otherwise. PricewaterhouseCoopers reports that 47%
of those questioned purchased online replacing a store purchase, 36% purchased online
replacing a catalog purchase and 26% purchased items online that would not have been
purchased otherwise. Consumers interested in purchasing photo and photo-related
products and services will make up a substantial portion of that B2C e-commerce. These
are the demographics of the OvoWorks.com customer. The Business-to-Business market
is expected to grow to over $2 trillion by the year 2003, according to Forrester Research.
Interactive Week reports that trends have stressed the importance and value of online
content and this increases the goal of making users take action when on the site and make
a purchase. OvoWorks offers such content to its users and as a marketable product to
license.

OvoWorks.com is establishing a strong B2C presence, using the Internet, in addition to

the more traditional means of marketing and distribution, to reach this dynamic and ever
expanding 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 and
annual report and advertising. The consumer clients include collectors and the general
public. A recent market survey conducted by the Gartner Group projects that the global
business-to business e-commerce market in 2004 will be $7.3 trillion, up from $403
billion in 1999. Deloitte & Touche recently reported that the average consumer shopper
spent $1,206 online in 2000, and in a PricewaterhouseCoopers 2000 report, online
shopping has increase online over in-store shopping by as much as 47%. One of
OvoWorks’ competitors alone, Getty Images, has reported Q2 2000 results up 125% from
a year earlier, with e-commerce revenues tripling over that same period. The digital
camera market alone is projected to reach $4.3 billion, with over 41.6 million units
produced, by 2004 (The Daily Deal). In addition to the digital stock market, the
commissioned photo and desktop photography market alone is estimated to be worth $8.5
billion 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 digital
technologies 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 by
its 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 quality
products and services it needs with a high level of service.

The goal of OvoWorks is to be the leader in its field by

delivering value to its clients and customers through
aggregated content and high quality images, products and
services; by capturing clients and customers with its products
and services; by partnering to achieve cost advantage: and, by
integrating 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 our
critical 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 Company’s
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 penetration
through its in-person relationships with clients, and utilizing its online presence to expand
its market penetration to a global marketplace, delivering its content and connectivity to
business-to-business clients and business-to-consumer customers. Utilizing traditional
and Internet advertising, OvoWorks will place banner ads and gateway ads on leading
sites and will place advertising in leading industry publications. In addition, magazine
and 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 functionality
within each of its business processes, by offering personal service, by targeting the needs
of its clients and customers and securing products to meet those needs, and by positioning
itself to meet and capture an expanding global customer and client base. OvoWorks will
reduce costs by reducing communication and business cycle time, lower distribution
costs, 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 maximizing
accuracy of client and customer data, by increased direct marketing abilities and by
expanding 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 finest
photographers and graphic image makers in the industry. They include the following:
• Noted travel and nature photographer Brian Miller, recently included in National
Geographic Publishing’s Heart of a Nation coffee table book
• Renown chronicler of Andy Warhol’s “Factory” during the peak years of the 1960’s,
Billy Name-Linich is published in two books, All Tomorrow’s Parties, and Billy
Name_Stills From the Warhol Films and is steadily collected and exhibited by major
museums around the world, including The Whitney Museum of Art in New York, The
San 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 book
called New 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 photographer Samantha Lee.
• Natasha Von Rosenschilde - recently featured in an HBO 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 1960’s rock and roll and important nature
exhaustively covering Hawaii.
• Travel photographer Bib 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.
• Ellen Wallenstein – 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.
• Sotheby’s 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 it’s 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 OvoWorks

and related names. OvoWorks owns the Internet domain names OvoWorks.com and
OvoWorks.net.

The Competition:

There certainly exist photo-related businesses and sites. On the web, Corbis (owned by
Bill Gates), GettyImages and TimePix control over 200 million images. Kodak, Fuji,
Konica have their own web-sites. Nikon, Olympus, Canon and other camera have their
own web-sites. Photo agencies such as Blackstar and StarFile Photo represent
photographers 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 Pictures”
section.

OvoWorks distinguishes itself from the competition by offering full service functionality
within each of its business processes, both in its In-Person services and web based
services. It will offer personal services to clients, business and consumer, and offer a full
range of services, making it an indispensable addition to businesses and households
worldwide.

OvoWorks understands that the photo service industry is still managed primarily by
phone, fax and hand developed product. This is our initial target market, which will then
expand 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 able
to innovate in service, products and revenue models and capture market share to build the
critical 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 chief
officer of Aca Joe, Inc., an international publicly traded company. He has advised major
individuals and corporations and has lectured at prominent universities, including NYU
and UCLA. He is active in civic organizations and serves on the board of the NYU
Colleges of Arts, Science and Engineering Alumni Association. He is included in notable
publications, including the prestigious Who’s Who in America, and is often called on to
offer his advice and counsel.

Kevin Kushel – Founder, Chief Operating Officer

Kevin Kushel is a veteran picture professional with 20 years experience as an agency and
collection director bringing together professional picture and consumer purchasers with a
global variety of image sources. As director of the photo library at Associated Press and
general manager of Bruce Coleman, Inc. as well as a creative development consultant
with 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 every
type of purchaser.

Conclusion

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

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