Priority Offer to ChaosMusic members

[ChaosMusic <info@chaosmusic.com>]

2 November 1999

Dear Joe Cypherpunk
CM10482

ChaosMusic Limited (ACN 077 206 583) ("ChaosMusic" or the "Company")-
Initial Public Offering

Priority Offer to ChaosMusic members

ChaosMusic was established in 1995 with the objective of utilising the
Internet to deliver music and entertainment more efficiently and cost
effectively to Australian consumers. The Company's Website offers over
380,000 CDs and related product for sale and provides extensive and up
to date content on music, artists, news and upcoming events. Since
inception chaosmusic.com has experienced significant growth in member
numbers, pages impressions and unique visitors. The Company has
recently entered into an agreement to acquire Gaslight Music, a
prominent Australian music retailer. The proposed acquisition will
increase the number of available titles for sale to over 700,000.
As a result of continued growth and expansion, I am delighted to
announce ChaosMusic is raising capital and will be issuing a prospectus
for ordinary shares which it will be applying to have quoted on the
Australian Stock Exchange in December this year.

As a valued member of ChaosMusic and in appreciation of your support, I
am delighted to offer you a priority allocation of shares in the
upcoming float. To be eligible for a priority allocation, you must pre-
register for a ChaosMusic prospectus before 5.00 pm AEST Wednesday 10
November 1999 by telephoning FREECALL* 1800 111 200. Please have ready
the following membership number CM10482. You will also be required
to quote the user name which you use to log onto your ChaosMusic
account. A copy of the prospectus will be forwarded to you shortly
after this date.

The ChaosMusic prospectus will contain full details of the offer,
including pricing, key dates and payment methods. An application for
shares in ChaosMusic can only be made by completing and submitting an
application form attached to the ChaosMusic prospectus and submitting
the correct application monies. Investors should read the prospectus
carefully and take whatever professional advice required to understand
the investment opportunity and risks.

On behalf of the Directors of ChaosMusic, I would like to take this
opportunity to thank you for your support and I look forward to your
continued involvement with ChaosMusic.


Yours sincerely,


Rob Appel
Chief Executive Officer

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