Delivering digital media content over the Internet remains a challenging task. Work on Video-on-demand has focused on protocols and bandwidth allocation between content providers to consumers in the past. The Multimedia-Backbone (Mbone) has been a practical example. Systems like this focused on dealing with significant cross-network traffic, but not avoiding it. Content delivery and placement is now approaching the problem differently making use of the locality of groups of consumers. Popular media content can widely be shared and cached "at the edges" of the Internet close to where consumers generate demands. We propose a three-tier hierarchy of few initial media sources (original content providers) with distribution layers through regional and residential media centers acting as caches for popular media content. The behaviour of such an architecture is evaluated by simulation. 12 Pages