EXHIBIT 99.1


              2004 ANNUAL REPORT ON THE HOME ENTERTAINMENT INDUSTRY



                  [GRAPHIC PHOTO CIRCLED BY TEXT WHICH READS:]
                    VIDEO GAMES o DVD oTECHNOLOGY o GROWTH o
                        RENTAL o SELL THROUGH o HARDWARE





                                  VSDA graphic


                       Video Software Dealers Association






MARKET OVERVIEW

HOLLYWOOD MILKS ITS CASH COW

The combined  consumer  spending in the home video market (sales and rentals) in
2003 was $22.2 billion,  according to Video Business Magazine,  with DVD revenue
alone at more than $16 billion.  Consumers spent a total of $8.2 billion renting
product and $16 billion buying VHS cassettes and DVD discs. By comparison, the
total take for the theatrical box office was slightly more than $9 billion, with
USA Today  reporting  box office  admissions  faltering  in 2003 by 100  million
admissions (or 4%) compared to 2002 - the first dip in more than 10 years.

In 2003 home video  contributed  60% of the major U.S. movie  studios'  revenues
based on 275 feature  films  released,  according  to ABN-AMRO.  Theatrical  box
office  accounted for 23%, and various  forms of TV licensing  fees - pay-cable,
pay-per-view and broadcast - totaled 17%.

FROM BOX OFFICE TO VIDEO BOX

Home video  remains  the first  major  window of release  following a film's box
office run. The number of days continues to shrink  between a film's  theatrical
release  and its  arrival on home video with the  sizable  budgets  spent on the
theatrical  campaign benefiting the home video marketing push as well, while the
title remains fresh in the public consciousness.

In 2003, the average "time to video market" for Hollywood  movies with more than
$25 million in box office - as calculated by industry statistician Ralph Tribbey
of DVD Release Report - was 153 days, or five months,  with some studios in 2004
releasing  selected  titles to DVD as soon as three to four  months  after their
theatrical debut.

HARDWARE PENETRATION IN NEARLY EVERY HOME

VCR players continue to be household  fixtures.  The analog format - compared to
the digital  technology that  distinguishes DVD - is present in more than 90% of
U.S. homes. It's common for younger children to "inherit" the family's aging VCR
as older siblings and parents move up to DVD, so children's  programs tend to be
strongest among VHS rentals and purchases.

DVD  players  are well on their  way to  becoming  household  fixtures  as well.
According to the Digital  Entertainment  Group (DEG),  57 million  households or
over 53% of U.S. households had DVD players by the end of 2003. The DEG predicts
that by the end of 2004, two out of every three homes will have a DVD player.

DVD DRIVES THE TRAIN

DVD currently is the undisputed engine driving growth in home  entertainment and
looks to continue  propelling the industry for at least the next five years,  by
most estimates. DVD software shipments totaled 1 billion units in 2003, says the
DEG report,  the first calendar year that benchmark has been attained,  bringing
cumulative  shipments  since the  format's  introduction  in 1997 to 2.4 billion
copies.

DVD is a  popular  form  factor  primarily  because  it is an  extension  of the
standard-issue  compact disc (CD), and so is familiar,  easy to use (without the
moving parts of a videocassette),  convenient,  compact,  and easily transported
and stored.

2003 STUDIO MARKET SHARE (DVD & VHS)
[pie chart with percentages]

Warner                              20%
Buena Vista                         20%
Columbia                            12%
Fox                                 10%
Universal                           9%
Paramount                           9%
DreamWorks                          5%
MGM                                 5%
Lions Gate/Artisan                  4%
Other                               6%

Source:  VB  Research  from studio  sources,  Rentrak's  Home Video  Essentials;
consumer spending on sales and rentals. DVD & VHS





RICH AND THIN

Those are its physical  attributes,  but what sets DVD even  further  apart from
videotape  is its  unique,  rich  content  that  takes the  consumer  beyond the
feature-length  film itself for a glimpse into the inner  workings of Hollywood.
Supplemental  materials include directors'  comments on a secondary audio track,
featurettes on the "making of" the film,  deleted scenes,  and "outtakes." There
are nearly  30,000 DVD titles  available of which almost 40 titles  shipped more
than 5 million copies each in 2003.

DVD VS. OTHER MEDIA

DVD has noticeably affected other forms of entertainment. In a July 2003 Centris
survey of DVD households,  13% said they have gone to the movies less since they
began watching DVDs,  while 10% have ordered fewer  pay-per-view  movies and 11%
watch fewer movies on commercial television.

Once-invulnerable commercial TV is getting squeezed by the nationwide embrace of
packaged media, points out USA Today. It cites figures showing "hours spent with
video" in the average household increasing by 18% from 1997 to 2002.

Based on research by Veronis,  Suhler,  Stevenson, USA Today says the 67 hours a
year home  viewers  watched  discs in 2003 will  increase by 46% during the next
four years, to 98 hours per year. By sharp contrast,  says the paper, TV viewing
will gain only 3% and movie-going 8%, while music listening will drop by 19%.

The USA Today article also featured anecdotal interviews with consumers who said
they  intentionally  skip  seeing most movies in theatres to wait until the DVDs
are released.

TV, DVD & VCR HHS 2003-2004 [bar graph]
- ---------------------------

           TV hhs      DVD hhs     VCR hhs
          -------      -------     -------
                    (in millions)

2003       108.3        55.6       100.8

2004       110          68.6       102.8

Source: Kagan World Media


TOTAL CONSUMER SPENDING 2001 - 2003 [bar graph]
- -----------------------------------

2001           $18.6 billion

2002           $20.5 billion

2003           $22.2 billion

Source: 2001, Adams Media Research & VSDA's VidTrac
2002 & 2003 Video Business Research & Rentrak's Home Video Essentials





THE SELL-THROUGH MARKET

SELL-THROUGH SPENDING 2001 - 2003 [bar graph]
- ---------------------------------

2001           $10.2 billion

2002           $12.1 billion

2003           $14.0 billion

Source: 2001 Adams Media Research, 2002 & 2003 Video Business Research


SELL-THROUGH SPENDING 2003 BY FORMAT [pie chart showing percentages]
- ------------------------------------

VHS            15% $2.1 billion

DVD            85% $14 billion


Source: Video Business Research

SOARING SALES

Consumers added to their movie libraries in  record-breaking  numbers,  spending
$2.1 billion  buying VHS cassettes and $11.9 billion  purchasing  DVDs. The 2003
total of $14 billion in sales is a 16% increase over the $12.1 billion consumers
spent in 2002.

A January  2004  article by USA Today  noted that the top  selling  DVD of 2003,
Disney's Finding Nemo, sold close to 20 million units in its first two months of
release - at an average $17 apiece while the top selling CD of 2003 (GET RICH OR
DIE TRYIN',  by rap artist 50-Cent) sold 6.5 million copies in a full year at an
average price of $13.98. The home video market - VHS and DVD sales combined - is
now twice as large in dollar volume as the CD market.

Overall, according to Adams Media Research, the typical household with a set-top
DVD player (not  including  homes whose only DVD drive is in a PC) bought nearly
16  discs  in  2003,  an  annual   average  that  is  not  expected  to  decline
significantly  during the next few years,  holding at 14 discs per year  through
2008.

Those  purchase  rates are two to three times the  average  number of VHS titles
purchased  annually at that format's peak in 1996.  Pricing is a primary factor:
by  year-end  2003,  consumers  were  spending an average of $20 to buy a DVD, a
decline of more than $5 from DVD's average street price in 1999 .

Combined with continued  penetration  of DVD drives into more homes,  the strong
purchase  habit will see total  consumer  spending to own DVDs reach $20 billion
annually by 2007, up from the 2003 estimate of $12 billion and the 2004 forecast
of almost $15 billion.  As the highly  collectible DVD format  continues to push
VHS off the shelves due to the shift in consumer demand,  the market-wide  trend
is towards  sales.  Adams Media  Research  estimates that 2003 DVD sales revenue
represented  82% of the total $16.3  billion in DVD spending.  In contrast,  the
rental  share of total DVD dollars is expected to remain flat over the next five
years.





NEW AND PREVIOUSLY-VIEWED PRODUCT:
FIERCE COMPETITION FOR CONSUMER DOLLARS

In  2003,  discounters  and  warehouse  stores  combined  captured  65%  of  the
sell-through  dollars  while the video  specialists'  share of the  sell-through
market was 15%.

Even when specialists tly to compete with the so-called big box stores and their
deep discounts, it means having to give up profit margin while carrying the cost
of providing  full selvice to those in their customer base who may want to own a
certain title.

Where video  retailers  have found the Golden Goose is in the sale of previously
viewed copies of DVDs and videocassettes  generating positive ROI and satisfying
consumer demand among the most price-conscious consumers.

VIDEO STORE MAGAZINE'S  Market Research projects that previously viewed tape and
disc sales alone could surpass $1 billion by the end of 2004, compared with $860
million in 2003,  $377  million in 2002 and less than $200  million in 2001.  As
retailers stock more copies of each title to satisfy demand, this vehicle should
continue to playa primary role in helping to tum over inventory.

                                DVD BUYER PROFILE

AGE: 16% 18-24, 27% 25-34, 25% 35-44, 16% 45-54, 10% 55+

RACE: 61% White. 12% Black, 14% Hispanic, 1% Asian, 2% Native American,
1 % Other

EDUCATION: 29% High school, 24% Some College, 18% College

EMPLOYMENT STATUS: 72% Employed, 23% Not employed

MARITAL STATUS: 56% Married, 28% Single, 12% Widowed

HOUSEHOLDS W/CHILDREN: 52%

Source: Centris


Adams Media Research has projected total video  sell-through  consumer  spending
for the years 2004 through 2013 as follows:

2004    $16,000,000
2005    $17,000,000
2006    $18,000,000
2007    $20,000,000
2008    $21,000,000
2009    $22,000,000
2010    $22,500,000
2011    $23,000,000
2012    $24,000,000
2013    $24,500,000


                           2003 TOP 10 SELLING TITLES

Rank             Title                    Studio          Release    Revenue (M)
- ----    ----------------------------      -----------     -------    ----------
1       Finding Nemo                      Buena Vista     Nov. 4       $398.3

2       Lord of the Rings:                New Line        Aug. 26       305.4
        The Two Towers

3       Pirates of the Caribbean:         Buena Vista     Dec. 2        259.7
        The Curse of the Black Pearl

4       Harry Potter and the              Warner          Apr. 11       218.1
        Chamber of Secrets

5       My Big Fat Greek Wedding          HBO             Feb. 11       164.8

6       The Indiana Jones Collection      Paramount       Oct. 21       158.1

7       The Lion King Special Edition     Buena Vista     Oct. 7        154.4

8       The Matrix Reloaded               Warner          Oct. 4        151.0

9       Signs                             Buena Vista     Jan. 7        140.0

10      Sweet Home Alabama                Buena Vista     Feb. 4        128.7


Source: Video Business Research from studio sources




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(C) 2004 Video Software Dealers Association