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The Bantam Interactive BA350 MP3 Player is smaller than a business card and only .625 inch thick. The BA350 unit has 128MB of internal memory and includes a raft ofextras, starting with seven color face plates to match your outfit or mood. You also get a tape cassette adapter so you can listen to the BA350 through your car stereo and a nice padded case with a belt clip. The unit's nicely organized menus are a snapto navigate.For downloading music, the BA350 offers BitExplor, a simple but competent utility that lets you organize files and download them to your player.To charge the BA350's internal lithium-ion battery, you will plug theplayer into your PC's USB port which means NO BATTERIES. This feature makes the player lightweight and saves money on battery replacement.