jazz^fm plc is the 100% owner of jazz^fm 102.2 which broadcasts in London and jazz^fm 100.4 which broadcasts to the North West of England, an area covering from Chester in the South through Liverpool, Manchester, Preston up to Lancaster in the North. jazz^fm will commence broadcasting to Central Scotland (Edinburgh and Glasgow) and the North East (Newcastle, Middlesborough and Sunderland) from June 2001. jazz^fm also operates three record labels, namely jazz^fm records, Hed Kandi and Onion. These labels consist of compilation albums and own artist material. jazz^fm plc would expect to extend its recordings to include Irish artists ­ for example they already produce a CD of the Young Musician of the Year, which is sponsored by Perrier.

jazz^fm Executive Directors are:

Richard Wheatly, 54. Mr. Wheatley has been with the Company for four years, he was previously Chairman of Leo Burnetts Advertising Agency for eleven years.

Alistair Mackenzie, 36. Mr. Mackenzie has been with the Company for eight years and has been a member of the finance and general purposes committee of the radio companies trade body now called the Commercial Radio Companies Association. He previously worked in Corporate Finance for Binder Hamlyn.

jazz^fm Non-Executive Directors are:

Sir Harry Roche, 66. Sir Harry Roche has been Chairman and Chief Executive of the Guardian Media Group plc. He is currently Chairman of the Press Association, and Deputy Chairman of Johnston Press plc. He is Chairman of the Remuneration and Nomination Committees and is an independent non-executive director.

Jerry Fielder, 49. Mr. Fielder is Chairman and Media Director of Leagas Delaney Partnership Limited, the advertising agency. He is the senior independent non-executive director

Roger Parry, 47. Mr. Parry is Chief Executive of Clear Channel International Limited, the global radio, live events and outdoor advertising group. He is a director of Johnston Press plc, i Touch plc, Internet Indirect plc and The Future Network plc. He is a trustee of Shakespeare's Globe.

Jonathan Bass, 28. Mr. Bass is Group Development Director of Clear Channel International, the global radio, live events and outdoor advertising group and a director of several of its joint ventures and subsidiaries, as well as a director of Switchdigital (London) Ltd.

Bob Phillis, 54. Mr. Phillis is Chief Executive of Guardian Media Group plc, and a director of Radio Investments Ltd. He was previously deputy director general of the BBC, Group managing director of Carlton Communications, and is a former Chief Executive of ITN and Central Independent Television.

Jack McGouran is a marketing communications consultant and is Managing Director of European Communications Alliance (ECA), a Dublin based public relations company which operates under the brand name: Quest Communications. He is a member of the Public Relations Consultants Association. The company does not handle any accounts in the broadcast or print media spheres.

i) Outline any expectations that shareholders or investors may have in relation to exit mechanisms and conditions.

All shareholders view this as a long-term investment and consequently no exit mechanisms have been specified. The shareholders agreement does include pre-emption rights

(a) Management Structure

The sales function and financial operations of the station will be run on a contract basis by outside agencies as detailed elsewhere in this proposal.

ii) Detailed profiles of (a) the Chief Executive Officer, (b) Programme Controller and (c) Financial Controller or their equivalents should be provided. The profiles should include full name, age, education, qualification and experience to date in respect of these personnel. In particular, details should be provided in respect of any relevant broadcasting experience.

Title: Station Manager
Name: Brendan Cronin
Address: 4A Portobello Place, Dublin 8
Age: 40
Nationality: Irish
Brendan is currently Programme Manager at Anna Livia FM, a post he has held for the last six years. His has worked for RTE Radio and Television, BBC Radio, Country Music Television and was Weekend Producer for Radio Ireland/Today FM. Before working in radio he worked as a print journalist and has written for The Irish Press, The Irish Independent and the Evening Herald. Brendan still contributes occasional articles to newspapers and magazines about the music industry and arts in general. He is a judge for the Heineken Hot Press Rock Awards and is listed in the annual Who's Who in the Irish Music Industry published by Hot Press. Brendan is a member of The Radio Academy and the National Association of Broadcasters. He was educated in Terenure College and at Kevin Street College of Technology where he studied Radio Engineering and Electronics.

The name and details of the Programme Manager have been included under confidential cover.

All financial operating procedures of Jazz FM will be run on a contract basis from the offices of Eddie Rockets (Ireland) Ltd., under the control of Greg Malone, the Financial Controller.

Financial Controller: Gregory Malone
Age: 31
Education: College of Commerce, Rathmines
Qualifications: ACCA Level 1 and Level 2
Experience: Gregory is currently the Financial Controller for Eddie Rockets Ltd., a restaurant group with 19 restaurants and an annual turnover of IR£15 million. Prior to this he has worked for Patrick Keane, Accountant; Gerard Ryan & Co.; Bank of Ireland Finance and Fort James Ireland Ltd.

iii) The company's policy in respect of (a) management remuneration, (b) employment contracts, (c) share options and (d) relevant financial and other commitments should be stated.

Management remuneration will be market based and staff will get standard contracts of employment. Share options will be considered by the board to reward and motivate management and will be subject to demanding performance criteria. The salaries and benefits of management are included at d ii) and v) which demonstrates the flat management structure, and multiskilling and tasking of all employees.

(a) Staffing Matters

i) A detailed account of the proposed staffing structure for the organisation should be provided in diagrammatic form. The number and categories of staff to be employed in each functional area should be clearly identified.

ii)      Provide an indication of salary level for each full-time and part-time post identified.

i) Details on the sourcing and recruitment of staff should be provided.

Staff will be recruited by any or all of the following methods:

The station will operate as an equal opportunities employer. Applications for employment by disabled persons will always be fully considered, bearing in mind the aptitude of the applicant concerned. It will be the policy of Jazz FM that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees.

i) The company's approach to its industrial relations policy, including its policy on recognising and negotiating with trade unions, should be set out.

The company will conduct its industrial relations in line with best practices, and in this regard full account will be taken of the codes of practice issued by the Labour Relations Commission. The company will follow the terms of national agreements like the Programme for Prosperity and Fairness in all dealings with employees or their unions.

ii) Proposals on staff remuneration and benefits, including pay agreements, pension schemes, etc., should be set out in this section.

All full-time staff will be paid monthly, freelance staff will be paid by arrangement. It is the intention of Jazz FM to develop a pension scheme, life insurance cover and health cover for our employees.

iii) The applicant's staff training and development strategy should be set out.

It is Jazz FM's intention to have a highly trained and professional staff. All our staff will be able to avail of training at Jazz FM in the UK by way of secondment. We will also have our own regular training for staff, headed by our Station Manager who is highly experienced in training staff, and our Programme Controller who will constantly review on-air performance. We will use professional, recognized training agencies to provide further training, especially in the use of computers and computer software. Staff will be encouraged to attend relevant lectures and seminars held both in Ireland and abroad.

Jazz FM will have a small staff, and we are acutely aware of the necessity of developing our staff to a high level of ability.

SECTION 5

THE PROGRAMME SERVICE

(a) Broadcasting Philosophy

Jazz FM aims to create a viable Dublin radio station based on sound business plans, strong management and creative programming ­ with the objective of satisfying our niche market audiences.

The area to be served by Jazz FM is culturally, socially and economically sophisticated. Dubliners are becoming more discerning in their tastes and are looking for quality in what they buy and places they go. The growth in immigration, especially Irish people returning to this country after several years abroad, means that more and more people are looking for the quality and range of products that are available in large cities around the world. This also applies to radio choice.

Jazz FM's mission is to cater for this large and varied group by providing a sophisticated music station for the city, unlike anything else available in Dublin. We will bring a mix of jazz, soul, blues and related musical genres to a new audience, presented with passion, knowledge and warmth.

Jazz FM will be a special interest music station. It will be a station with wide appeal, playing a very focused and distinctive style of music. For a music-loving audience, concise quality news and information is critical. Our commitment to supplying the best for Dublin is underlined by our intention to use INN as our principal source for news, sport and finance, while retaining our own news team to cover issues relating to Dublin.

Our choice of music during the day features jazz blended with other jazz-influenced music such as soul, blues, and R & B in a typical 60:40 jazz/others ratio. The mix has pace, texture and variety. While most jazz stations elsewhere in the world use mainstream adult contemporary music to broaden appeal, we will focus clearly on a mix which does not duplicate the music played by other stations. The result for the listener is increased distinctiveness, not increased predictability.

Cool jazz, presented from Monday to Thursday, is the night-time sound of Jazz FM exploring in depth the rich and diverse world of jazz, soul, blues and R & B. Eclectic and sometimes challenging, this strand of our music output ranges throughout the repertoire and the years.

Specialist music programmes in the evening and at the weekend explore a range of music including traditional jazz, cutting edge jazz, funk, hip-hop, blues, gospel, soul, Latin/salsa, World Music and other related genres.

Our programme choices are diverse as our research indicates 71% of listeners' would listen to a station playing the music we broadcast.

The strategies, which the applicant group proposes to implement in regard to:

Programme Research

Jazz FM will be a member of the JNLR surveys and we will instruct our own marketing consultants, Catalyst, to carry out on-going research into the public attitude to our programming. All findings will be discussed with presenters and producers and with outside agencies who provide programme services broadcast on Jazz FM.

Programme Production and Quality Control

It is our belief that Jazz FM will be known for our quality of programming. We are aware that consumers in Dublin are intolerant of anything that does not achieve high standards. Therefore, all programmes broadcast on Jazz FM will adhere to the highest production standards. Our training will be comprehensive and ongoing and the equipment and materials provided will be of the highest quality. We will use tried and tested playout software, and we will use industry standard software such as Selector in all other areas of production and playlist selection. The Station Manager and the Programme Manager will be directly responsible for quality control in Jazz FM. They will conduct ongoing air-checks of on-air personnel and will facilitate regular meetings with station staff to generate and gather ideas to help maintain the high quality of programme output that will be a hallmark of Jazz FM.

Ensuring Compliance with Programming Elements of Statutory and Contractual Obligations

The Station Manager will be directly responsible to the Board of Jazz FM and to the I.R.T.C. regarding all matters relating to compliance with all statutory and contractual obligations. It will also be a part of all contracts offered to staff of Jazz FM that they must adhere to all matters of statutory and contractual obligations. Full training will be given to all staff of Jazz FM in matters of Broadcast Law.

The criteria upon which the applicant thinks the success of programming should be assessed should be discussed in this section.

The success of Jazz FM as a station will depend on attaining the targeted audience figures and by achieving the targeted sales figures. However, we are fully aware that this is achieved by a combination of factors one of which is programming, but which also includes the marketing of the station, the stations involvement in promoting events, advertising campaigns and quality of broadcast sound. Therefore, we will not use listenership figures as the sole criteria for determining the success of programming.

The most important factor in determining the success of our programming will be the response of our listeners. We intend to hold a “Listener's Forum” which will listen to the feedback of our audience and hear their response to our programmes ­ are we giving the listener what they want to hear. We will use our market research consultants, Catalyst, to facilitate these forums and to provide a wider market research brief so that Jazz FM will always be in tune with our listeners needs.

It is important to point out that Jazz FM intends using this information to provide fine-tuning to our programming and feedback to our presenters and our Head of Music, rather than embark on large-scale changes. We will also avail of the opportunities available to us to gather feedback using our web site and e-mail.