We describe a system which addresses all the processes involved in digitally acquiring, modelling, storing, manipulating and creating virtual exhibitions from 3D museum artefacts. More specifically, we examine the significance of metadata in enabling and supporting all of these processes and describe the extensive facilities provided for authoring, maintaining and managing metadata. The development of the system has been heavily influenced by factors relating to interoperability, standards, museum best practice and feedback from two museum pilot sites. Finally, we briefly consider the system in the wider context of applications such as virtual learning environments and distributed repositories of archives.