141 CAPITAL, INC

In April, 1998,

  James D. Rupp and Gayle  Essary  entered  into a  partnership, Streamedia   Communications,   to  develop  broadcast  oriented  websites.   The partnership evolved into Streamedia Communications, L.L.C., a New Jersey limited liability company,  in September,  1998, to continue the
 business plan initiated by  the  partnership.   Streamedia  Communications,   L.L.C.,  was  subsequently reorganized into a Delaware Corporation in December 1998.  We are positioning  ourselves as a multimedia  content generator,  enabler,  and aggregator:  we will produce our own content,  help others to broadcast  theirs, and provide  access to as many sources of internet  broadcast  programming as we can.  We will  divide our  business  activity  among four  vertically-integrated divisions:   Streamedia  Broadcast,   Streamedia  Networks,  Streamedia  Webcast Technologies,  and  Streamedia  Publishing.  We intend to develop each center of activity around multiple sources of potential revenue.  Each of our sites will feature text, as well as audio and video  broadcasts.  We will  produce  some  elements  of the  programming  featured  at our sites,  and acquire,  license, and/or distribute other elements. Most of our content will be globally  accessible via the internet,  and most will be offered at no charge to end users: our goal is to capture the maximum possible internet audience. To see and hear our  programming,  the public will require neither special hardware nor software  beyond  that of  standard  media  players,  such as those  produced by Microsoft,  Inc. and  RealNetworks,  Inc.,  and browsers  routinely  supplied by computer manufacturers and internet Service Providers.  We will devote considerable efforts and resources to establishing ourselves as a broadcaster.  We will  distribute  our  programming  at numerous  websites;  in particular,  across a suite of proprietary  multimedia networks (the "Streamedia Networks").  The  Streamedia  Networks(TM)  will be a series of websites,  each devoted to a specific category of programming,  such as music or news.  Visitors to the Streamedia  Networks will  experience  live and on-demand video and audio programming in an environment similar to that of cable broadcasts,  but offering greater scope of programming choices, enhanced interactive elements,  convenient access to retail opportunities, and numerous sources of pertinent, supplementary news and information.  Much like cable and network television, we will aggregate and distribute content in various  categories,  including  finance,  lifestyles, entertainment,  comedy, movies,  history, music,  education,  shopping,  sports, news, and children's  programming.  We believe that by co-venturing  with a wide variety of content partners,  including recognized industry leaders, the overall quality and quantity of streaming content may eventually surpass what any single internet  broadcaster,  and even  traditional  broadcasters,  could  offer.  Our networks will generate  revenues  through  content  syndication,  or by sales to other  websites or  traditional  media  such as radio  and  cable;  e-Commerce relationships; advertising; and Channel licensing fees.  Streamedia  Webcast  Technologies will provide or arrange for media delivery and broadcast-enabling  solutions to the Streamedia  Networks,  their Channels,  and other  potential  clients.  This  division will be our service  bureau.  It will market internet broadcast services, such as hosting and encoding; sell and lease broadcast equipment; and design studios and broadcast facilities.  This division is responsible for the transmission of broadcast signals from live events, such as concerts, and for the preparation required to make the broadcast signals  available  to an  audience  on the  Web.  It will  provide  interactive elements and e-commerce solutions to our Networks, and to third parties who hire us to conceive, develop, and produce their broadcast channels.  Streamedia  Publishing  will focus on the development of  StreamWire(TM),  which will aggregate and deliver leading  sources of news and information  appropriate to each  Streamedia  Network.  A music site would,  for example,  feature  music industry news  alongside  music  broadcasts.  StreamWire  will also publish news written by our own editorial  staff,  as well as distribute  press  releases and product announcements, on a fee basis, for other companies. StreamWire will also develop  searchable  databases  of  news  and  information,  covering  materials previously  published  as well as  current  materials.  StreamWire,  when  fully developed,  will  supplement our broadcast  content,  and provide  complimentary promotional  support  for our  multimedia  networks.  We expect  the  Publishing Division  to provide us with  numerous  revenue  sources,  such as  advertising, sponsorships, design services, and fees for information distribution.   We expect to launch  StreamWire as a component of the Streamedia  Networks,  and subsequently  develop these print  resources  more fully,  until they can become standalone sites. We expect to launch the initial  Streamedia  Networks in