Business Overview

Introduction Displayware sells “filling station” kiosks for

iPods and iPhones that allow consumers to instantly download music, movies and audio books.

Retailers use our system to directly market to the over 100 million iPod owners while they are in the store.

We are the only known company to have this technology in deployment.

Our Digital Media Dock™ is available in 21 airport locations including SFO, LAX and JFK.

InMotion EntertainmentSan Francisco International Airport

Introduction (cont) We have just launched a pilot program with

the US Navy.

These high-profile locations are generating more sales and partnership opportunities than we can chase.

Retailers, device manufacturers and content providers are feeling the pressure from Apple and are looking for ways to compete.

We are looking to raise $500,000 to accelerate our efforts to meet this market demand and capitalize on our first-to-market position.

InMotion EntertainmentPittsburgh International Airport

Market OpportunityOver 800,000 potential locations in the US Brick and Mortar Retail

Media & Entertainment: $34B/yr, 35,000 locations. Big Box Retailers: 10,000 locations. Grocery: 130,000 locations Gas/Convenience: 120,000 locations Specialty Retail: 300,000 locations.

Niche Markets Spas/Gyms: 17,000 Airports/Rail Stations: 1,000 Medical Offices: 200,000 Car Rental: 7,000 Auto Dealerships: 20,000 Venues: 75,000

Favorable TrendsMassive shift to digital distribution of

entertainment (65% growth in 2006 and accelerating).

Rapid growth in portable media devices and media-ready cell phones (37MM/150MM in 2006).

Growth in unrestricted content (EMI, Universal, Orchard released MP3 catalogs).

Apple’s domination of digital music and video driving competitors to look for new distribution channels (e.g. Best Buy, Archos, Audible.com interest).

Business Model4 revenue sources. Hosted software service with

one-time and recurring fees, hardware and professional services.

Example: InMotion Entertainment (per store) License fees: 24%Recurring fees (3 yrs): 36%Prof Svc: 22%Hardware: 18%

TechnologySoftware-as-a-service model

DMMS provides branding, content management, analytics, network monitoring. DataAdapt Cartridges to package integration with external

data sources (e.g. Muze, real-time inventory)Dock: digital downloads

MobileAdapt Cartridges to package support for specific manufacturers and devices (e.g. iPod, PlaysForSure).

Wicket: ticketing moduleAcquisition of vPod.

4 years, 166k downloads, robust alternative to iTunesFoundation for iPod MobileAdapt CartridgeDeveloper joined as partner and Dir of Technology in

Seattle.

Our ChallengesNot enough market awareness of our products and

services.Current sales budget and activities = zero.Growing pipeline of potentially lucrative direct sales,

indirect sales and supply chain partnerships. Not enough time and working capital to chase them. Direct: Blockbuster Indirect: IBM Anyplace kiosk Prospects: Avis, Hot Topic, Hallmark, Zoom Systems.

Supply chain opportunities: Download store: MediaNet Digital, Audible.com More mobile hardware vendors: Motorola, Nokia, Sandisk,

Creative, Zune

Best Case/Worst CaseBest Case:

Close two major retailers plus active reseller channel – provides a 15000 device deployment over 2 years. $22.5MM one-time revenue, $4.5MM annual recurring revenue.

Worst Case:Profitable with minimal staff.

Displayware At A GlanceFounded May 2004, WA LLC, 4 active members, 1 at MS,

self-funded.40 locations, 120 devices, 2007 revenue $367,000, 6

customers on multiyear contracts.Timeline

2004: Initial customer launch, 3-store Silver Platters2005: Product diversification, 13-store Ritmo Latino in 6

states, Wicket ticketing system at Boeing Tour.2006: Expand sales channels, InMotion pilot, DBI and

WashingtonRes reseller agreements.2007: Launch digital download service, Dock installed

in 21 airport locations. US Navy pilot.

Management TeamJoel McConaughy – President and CTO

Port of Seattle: Interim CIO, 2005 IT budget process ($7MM/yr).

Loudeye: P&L responsibility ($2.5MM revenue), largest music archive, Amazon, Apple, Yahoo customers.

Intertainer: SVP & CTO, Microsoft-Comcast-USWest funded ($120MM). World’s first direct to consumer VOD network with licensed content.

Early retail experience: Arthur Anderson, labor scheduling software for Thrifty, Kmart, InfoGenesis, POS for hospitality, Pizza Hut , MGM Grand

MA Economics USC ‘84

Management TeamSteve Michaels– CFO

We met socially but always crossing paths in the media business Intertainer -Four Media-POP method studios POP/Cinram DVD

Accounting background: Virgin 525 Hollywood financial-CEO, V Vision, V Records,V Games, V Sound and Vision/ managing growth for development stage companies 4MC-POP, method, Brickyard VFX

Experience in business development-method software, Dub Center, consult start ups-sound design-Outpost-Confidence head, editorial-Nomad, graphic design-2 Headed monster

Managing costs is key to success in retail as retailer reward low cost operators.

I’m in LA, close to Studios, labels, agencies, content relationships in Hollywood, Producers Guild, Studios, Trailer Companies

PartnersJack Ross– Operations

Embedded hardware and software background. Founded and sold embedded hardware mfg co.

Cost reduction engineering for PreviewPad hardware and software.

Operations

Jason von NiedaDirector of Technology, August 2007Developer of vPod (166,000 downloads)

Kjersten HayterDirector Microsoft, Windows Media PlayerEarly contributor and active liason role within MS