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Mission Statement

The Advanced Media Group Ltd., is an information technologies company which was founded to facilitate the dissemination of information through the use of sate-of-the-art technologies.

Using these technologies we can improve the quality of great quantities of information by providing a medium in which information is collected, organized, and delivered in a more effective and more accurate manner. This will enable vast amount of information to be readily accessible and easily absorbed. This great improvement in the quality and accessibility of information will contribute toward a higher standard of living by allowing society to become more well-informed.

The Advanced Media Group Ltd., intends to devote much of its resources toward improving the information resources available to the educational community. Interactive technologies and applications developed by the Advanced Media Group Ltd., will help contribute toward the improvement of the quality of our educational system.

Although the Advanced Media Group Ltd., intends to pursue its mission aggressively, it will conduct its business with the utmost honesty and integrity.

CD-ROM Manufacturing
Background:
The Advanced Media Group, Ltd., was responsible for developing the CD-ROM division of American Helix Technology Corporation. The Advanced Media Group, Ltd., currently owns and operates the division and lias developed a highly 'regarded reputation for quality in the production of CD-ROM discs.

American Helix Technology Corporation provides high quality CD-Audio and CD-ROM replication services in a state-of-the-art manufacturing facility. The facility, which was completed in 1988, features a unique third-generation monoline processing module which was designed and engineered by David D. Dering, American Helix's founder and president. The facility was designed and engineered with the objective of increasing manufacturing yields by incorporating quality control techniques and a high degree of automation into the production process.

The Manufacturing Process:
The manufacturing facility features a 10,000-class cleanroom for CD preparation and replication operations. Most importantly, American Helix features an aggressive approach to quality assurance.
Before manufacturing, the master stamper is passed through three different quality control tests before it is installed into the injection molding machine. During these tests, the stamper is visually inspected for surface flaws, and analyzed for strict adherence to the physical media and data format specifications defined in the Phillips/SONY Red Book and Yellow Book standards.

Utilizing state-of-the-art technology, American Helix designed its own mono-line replication module. Computer automated robotics provides above average production yields through increased efficiency. Most importantly, the robotics technology minimizes the amount of human contact during production, which increases quality assurance statistics.

4 & 5 Color Disc Printing (Picture Discs):
American Helix is one of a few CD manufacturing facilities capable of printing the required 4 & 5 Color process for popular "picture" discs. Full color reporductions make the Compact Disc another means of marketing and advertising for Audio and CD-ROM publishers. American Helix has recieved awards for its screen printing technologies.
Quality Assurance:
American Helix and the Advanced Media Group, Ltd., have developed extensive quality assurance procedures and policies to ensure that the CD-ROM manufacturing process delivers quality assurance specifications of the highest caliber.

The CD-ROM stamper is analyzed by a computerized system that inspects and evaluates the physical characteristics and the integrity of the data. Specifications must exceed the SONY/PHILLIPS Red and Yellow Book Standards.
During the replication process, randomly selected discs are taken from the beginning, the middle and the end of the process and analyzed on the CD-CATS system. This system is used to inspect and evaluate the physical characteristics of the actual CD-ROM discs.
After replication, all of the discs are analyzed by our "AID" analyzer for more than ten different physical flaws. Driven by computerized robotics, only those discs that pass the prescribed quality assurance specifications are prepared for printing.

Finally, all of the discs are visually inspected for printing flaws before being packaged and prepared for shipment.


Application Development
The Advanced Media Group, Ltd., supports ongoing research and development in the production of multimedia information applications for a variety of optical platforms. These include CD-ROM, Compact Disc Interactive (GDI), Intel's Digital Video Interactive (DVI), Interactive Video Disc (IVD), Laserdisc, and Commodore's Compact Disc Television (CDTV), Write-Once Read-Many (WORM), Magneto-Optical, as well as conventional rotating magnetic media. Applications are currently developed for DOS, Macintosh, Unix, and the Amiga platforms. Windows environments are also supported.

Advanced Media Group, Ltd., designs and builds custom user interfaces and search and retrieval engines for projects which require capabilities and functionality that are not currently provided by off-the-shelf software systems.

Application Types:
* Multimedia Interactive Educational Products
* Image Management Systems
* Point-of-Purchase Interactive Kiosk Displays
* Technical Documentation Applications
* Exhibit Technologies
* Parts and Service Reference Applications
* Multimedia Interactive Training Applications
Support Services:
* Application Design * Application Storyboarding
* Application Prototyping * Video Production
* Data Conversion * Media Conversion
* Production Prototyping * CD-ROM Simulation
* CDJV Premastering * CD-Rom Mastering
* CD-ROM Replication * Custom Programming
* Desktop Publishing * End-To-End Printing

Educational Applications
The Advanced Media Group, Ltd., has always cited the educational market as its primary area of interest. However, the market's evolution is challenged by the faltering educational infrastructure and a lack of financial resources. Fortunately, there is a consortium of large corporations that feel a real sense of social responsibility and contribute generously toward improving our educational system. The development of interactive multimedia technologies for education has become a strong focal point among companies such as IBM, Xerox, and Lucasfilm as well as others.

The Advanced Media Group, Ltd., brings to the interactive educational multimedia market human resources with extensive experience in engineering, instructional design, graphics technologies, and courseware development. These capabilities are coupled with a strong and successful foundation in the optical publishing industry including the development of multiplatform authoring systems, a graphics librarian, CD-ROM search engines, and all phases of CD-ROM production.

The Advanced Media Group is currently producing its first CDTV application, “The Stars and You”. The educational application is being produced for children and will take the users through a tour of the universe utilizing full color photographs, audio, and animation techniques. The application will allow the user to learn information about the various planets and stars that form our universe, in an interactive "game" type tutorial.

Educational courses designed include: "Composite Materials Manufacturing", "Accounting Principles", "Teacher Induction Training" and "Interactive Math 1 & 2" (K-12, 13 & 14) operating on CD-ROM & IVD concurrently.

Commodore CDTV Strategic Alliance
The Advanced Media Group, Ltd., has recently signed a licensing agreement with Commodore International, Ltd., the West Chester, PA. computer manufacturer. This strategic alliance is aimed at combining the digital technologies expertise of the Advanced Media Group,Ltd., with the development of the Commodore CDTV multimedia machine. The CDTV system was officially introduced at the Consumer Electronics Show, in Las Vegas this past January. The first shipments were recently recieved by major retailers on the West coast, in April.

CDTV is one of the boldest attempts to date of a computer manufacturer creating a new consumer electronics medium. CDTV faces stiff competition from similar products produced by computer manufacturing giants Apple Computer, Inc., International Business Machines (IBM), and Tandy Electronics. The CDTV systems will support "game", reference, and educational applications created by film giants Lucasfilm and Disney.

Mr. Nolan Bushnell, who sold Atari in 1976, is faced with the challenge of effectively integrating the best aspects of television and computing technologies. The foundation of this emerging amalgamated technology is built upon the proven, stable CD-ROM and CD-Audio technologies. The vast storage capacity of CD-ROM coupled with the power of interactive multimedia applications will allow these systems to have previously unheard of capabilities. Interactive multimedia applications are available in several categories including: education; entertainment; reference; arts; and music.

However, the most unique feature of CDTV is its compactness. The complete CDTV system is no larger than a conventional CD-Audio player. It can be connected to virtually an TV monitor and is completely self-contained. Unlike CD-ROM, it does not require a connection to a personal computer. The system employs a simple yet elegant infrared remote control interface and it can be integrated into an entertainment system which can play both CDTV and CD-Audio discs. This will make it the first system to bridge the personal computer and consumer electronics markets. Surprisingly, the CDTV system is to be reasonably priced at under $1,000.

The Advanced Media Group, Ltd., manufactured the first CD-ROM disc for Commodore International Ltd., more than a year ago and the Advanced Media Group, Ltd., has continued supporting Commodore during the early development of the CDTV system.

This licensing agreement will establish the Advanced Media Group, Ltd., as one of the CDTV premastering sites. Because the CDTV operating system is proprietary, all applications developed for the systems will require that the applications be processed utilizing the Commodore ISO 9660 formatting software. In addition to premastering services, the Advanced Media Group, Ltd., will also provide end-to-end manufacturing of CDTV discs, and will develop a library of CDTV applications for the Educational and Scientific Community.

CD-Diagnostics Software
CD-DIAGNOSTICS is a unique software utility package developed by the Advanced Media Group, Ltd., to aid in the installation and maintenance of CD-ROM drives. The package is used extensively by libraries and organizations which need to administer and maintain multiple CD-ROM drives. The Advanced Media Group, Ltd., has marketed the software worldwide and it is currently in use in S. Africa, England, Italy, Spain; Brazil, Canada, Australia, Austria, and Saudi Arabia, as well as the United States.

The following is brief description of the functions performed by CD-DIAGNOSTICS:
Live communication test - this utility checks all hardware and software interfaces between the computer and the drive.

Drive compatibility test - analyzes special hardware and software features supported by the system.
Access time test - measures track latency, access time and data transfer rate.
Disc data verification - displays a graphical map of disc sectors and performs read-test disc verification.
Audio play utility - allows the user to select and play specified audio tracks on CD-audio discs on audio-capable drives.

CD-DIAGNOSTICS SELLS FOR $ 69.99

PARTIAL LIST OF PROJECTS
Donnelly Geo Systems (Mapquest) – Joint Venture Multimedia Applications for Distribution; American Helix Technology Corporation Sale of Facility
Mansco, Inc. – Replication – Paper to CD ROM
National Assoc Of Watch & Clock - Multimedia Application For Exhibit
Parsons & Brinkerhoff Engineers - Develop Technical Application
Ford New Holland - Replication – Corporate Records to CD ROM
Mobil Oil, Inc. - Multimedia Legal Documentation To CD-ROM
Indiana Bell - Multimedia Application For Distribution
Congressional Info Systems - CD-DIAGNOSTICS, Manufacturing For Archiving
Microsoft, Inc - CD-DIAGNOSTICS Licensing Agreement 10,000 Plus Users
Bell Atlantic - Multimedia Application For Distribution
Tandy Electronics, Inc - Multimedia Application For Catalogue and Distribution
Exxon Research And Production - Multimedia Application For Engineering/Archiving; Valdez Oil Spill Convert 40 Million Documents to CD-ROM
Compaq, Inc - CD-DIAGNOSTICS Licensing Agreement 3,000 to 6,000 Users
Ipsoa - CD-DIAGNOSTICS License 8,000 Users
Veda, Inc. - Air Force Tech Documents For Distribution
Cbis, Inc - Authoring Software
Library Of Congress - Manufacturing – Paper to CD ROM
Commodore Business Machines, Inc - Joint Venture – Replication of CDTV, Multimedia Application Development
Amp, Inc (Tandy Corporation) - Replication – Corporate Records & Parts Catalogue to CD ROM
U. S. Postal Service - Manufacturing – Corporate Records to CD ROM
Arthur Anderson – Replication & Application Development
At&T / Data Dev. - Replication of 200,000 Images
Bancroft And Whintney - Replication 965,000 Pages California Legal Statutes
National Institute Of Standards And Technology – Replication & Technical Application for Speech Recognition Software
American Bankers Association – Replication and Application of Compliance Manuals
Pa Blue Shield - Develop KIOSK System of Multimedia Project For Marketing
American Bond Buyers - Convert over 1 Million Financial Documents with Search and Retrieval System Including Hardware
HEARST Publications - Catalogue To CD-ROM Bid Due Out 06/05/90
"Good Things" @ Us Product KIOSK Systems
NASA Goddard Space Flight Center – Replication of Technical Specifications
Defense Mapping Agency (DMA) of Department of Defense – Convert Maps of Iraq for Dessert Storm & Middle East to CD-ROM
Central Intelligence Agency (CIA) – Replication and Convert Administrative Manuals to CD-ROM
National Institute of Standards & Technology (NIST)/Defense Advanced Research Projects Agency (DARPA) - Replication & Project Development Speech Recognition Software
Gallo Rosso Restuarant - Management/Technology Consulting
Mazzi Restuarant - Management/Technology Consulting
B2B Communications - Management/Technology Consulting
Pflumm Contractors - Management/Technology Consulting
The Jay Group - Management/Technology Consulting
Lancaster Container - Management/Technology Consulting
American Helix Technology Corporation/High Industries - Management Consulting
Cross Microwave - Management/Technology Consulting
S.N.Lombardo Development - Management/Technology Consulting
AIM Mutual Funds (Wholesaler Division) - Management/Technology Consulting
Sprecher Management (Excelsior Place) - Management/Technology Consulting
Project Hope/Contact One  - Technology Consulting
Power Station Studios - Management/Technology Consulting

ADVANCED MEDIA GROUP/HIGH INDUSTRIES RECAPITALIZATION PLAN
(Advanced Media Group Authored & Consulted On This Plan)

To build a profitable company geared toward the design and implementation of products and services for the high-end delivery of information.

The following objectives must also be achieved: Attract outside equity dollars for the capitalization of the company. Return to American Helix, approximately 300K of the 600K used to initially fund the Advanced Media Group. American Helix maintains an equity interest in the new company. Eliminate future financial liability to American Helix. Resolve the LASERTEX issue.

OVERVIEW: It has become more and more apparent, that the need for a Full Service Multimedia Publishing Company is needed now more than ever, and that this need will continue to grow as delivery systems become more widely distributed. (More concrete evidence of this will be included in the business plan.) The major reason this need exists is the extreme high cost in technical personnel and equipment to carry such a group within an organization. The only alternative has been to network with other companies.

Networking can create other problems, especially for a company that possesses very few of the necessary skills in house. Problems like losing control of the client, higher costs due to the combined profit margins of the different companies, and the potential lose of those capabilities. An alternative to this, is to establish a Consortium of talent to draw from for the completion of projects, where the Consortium has an on going interest in the evolution of the company. Many relationships have already been established that can be strengthened through a more formalized arrangement. Other relationships need to be established that will give the group additional capabilities in target areas.

MARKETING: We need to capitalize on American Helix existing image of a creative forward thinking company by focusing on project development work that requires a higher level of creative design and implementation. At the same time grow that image through the efforts of the consortium to establish an aura of unparalleled excellence in the industry. One of my largest hurdles to overcome has been the reluctance of potential clients to do business with a young company, that has no track record in completing CD©ROM projects. This hurdle is only starting to be minimized by the relationships with companies and individuals that are producing demos geared specifically towards our clients needs or particular project, for no cash up front. By drawing these companies in closer to us in a more structured relationship we will be able to use their past successes to eliminate the fear a potential client has in doing business with us. We need to put together a portfolio of products that were produced by the group. This portfolio should consist of a number of different delivery mediums, ie. CD-ROM, Video, Laser video Disc, Print, Exhibits, DVI, etc. Part of that portfolio should consist of a high impact capabilities presentation on video by the existing consortium of talent to introduce the concept. We need not limit ourselves solely to the CD©ROM markets. The demo, by focusing not only on the technology and the achievements of the existing members of the consortium, will open up brand new markets at a fraction of what it would cost to bring all of the necessary expertise in house.

Projects that utilize Laser video Disc Technology, DVI, Television, Radio, Videos, Exhibits, as well as Print advertising. As CD©ROM moves more into the multimedia arena, all of these areas of expertise will be necessary. By building a consortium of talent to draw from for CD©ROM, we are also able to produce product for people in any one of these specific areas. We already have the portfolio started with the Yellowman Video and some CD©ROM application demos as well as some of the CDªROM discs that we produced. As we bring people into the group, the portfolio will grow rapidly by including the groups past successes. A portfolio of this magnitude should be unparalleled in any industry and should eliminate any fears a potential client may have in dealing with a young company. Armed with a portfolio like this, sales people would be easy to attract that would work for a straight commission or draw against commission. Sales people could be recruited from each of the target markets to capitalize on their knowledge of each of their respective industries. They would now be entering a company to make a sale with more capabilities than they could have ever imagined and at the same time broaden their potential customer base. By having the sales people work on commission, the cost of sales will be much easier to control and would reduce the financial exposure to the company.

Some specific target markets interested in the high end delivery of information are:

· Large and small corporations for interactive training programs as well as manipulating large amounts of data
· Museums for exhibits Advertising agencies to produce product for their clients
· Government agencies for contracts to manipulate large amounts of data as well as interactive training programs
· Retrieval Software companies that do not have multimedia capabilities
· Companies that exhibit at trade shows need Exhibits.

Interactive Exhibits are more dynamic, especially in industries not associated with CD©ROM or multimedia. Publishers of Educational Materials are looking to publish products in a more interactive way. Studies are being done that show children learn faster and retain more when they interact with the delivery medium. This list does not focus on any one particular industry. The delivery of information reaches across almost every industry. Just about anything that involves a transfer of information can be enhanced and become more effective by using a multiple of mediums, and by having the target audience participate in the process. This one sentence is the primary reason for the incredible excitement surrounding this industry. The cost effectiveness of CD©ROM is secondary. The cost effectiveness of CD©ROM is responsible for most of the growth rate, but the blending of mediums is what is responsible for the excitement. This is important to understand because it is not necessary to limit your markets. The process to produce an interactive training program is virtually identical to produce an interactive exhibit, educational program or an advertising kiosk. They all involve the transfer of information. The clients are out there. They are around every corner and under every stone you turn over. The only way to close a sale in this business is to demonstrate your capabilities.

The key word there is demonstrated. We are working in an area that is very new and very expensive. When you are trying to close a sale for a printing job, everyone assumes you know how to print. The criteria for getting the job are different for multimedia, interactive programs. When a company is considering spending possibly hundreds of thousands of dollars on a production, they need to feel comfortable with the producer’s expertise. These fears are much easier to deal with by demonstrating the skills of the Consortium.

We also need to gain exposure by presenting the technology, (NOT THE CONCEPT) at industry and/or non-industry functions, utilizing the technology in presentations that are consistent with the goals of the group. Typically technology presentations are either boring or they are dealing with a technology that cannot be utilized at this time. We need to focus on the technology that can be utilized, but demonstrate the additional creativity brought by the group that does not come simply by purchasing technology.

ORGANIZATION: THE COMPANY Chief Financial Officer would be Jim Tritch. Jim's responsibilities would be to establish the financial reporting procedures that the company would operate under as well certain operational procedures. With Jim's background and expertise, the investor will feel comfortable that the financial aspects of the company are under prudent management.

President: The president of the company would be Scott Robertson. Scott's responsibilities would be to follow the reporting and operational procedures outlined by Jim as well as to establish the consortium and the relationships of the participating members. All arrangements with the members would be subject to the approval of Jim Tritch. In addition to myself, I would need one other salaried person (25K©30K) that would be responsible for the daily accounting functions of the company. All sales people would be straight commission. As the company grows there may be a need for a sales manager but it would be my preference that this person would work on a commission override structure. (A more detailed definition of responsibilities would be included in the business plan.)

BOARD OF DIRECTORS: The Board of Directors would have five seats, to be comprised of Jim Tritch as chairman, Scott Robertson, two seats for the investor and one seat to represent the consortium, which would be established through a vote by the members of the consortium.

THE CONSORTIUM: Below are a few of the companies and/or individuals, along with their respective areas of expertise that could be brought to the group. Although most of these people__A__are working with us in one capacity or another, before a more formalized arrangement could be made, a much more extensive background check would be necessary.

Esscomp: Skip Langley & Wayne Landis Esscomp is a company that writes software and has a full text search engine with retrieval time and size capabilities that are far above industry standards. Esscomp's capabilities are geared towards the indexing and retrieval of large amounts of data which is important to large corporations and government organizations.

Dering Musser de Nooijer: Dering Musser de Nooijer is a design company recently formed by Jeff Dering, Jerry Musser, and de Nooijer that can show capabilities in creative design and interactive exhibits. The people involved in this organization are largely responsible for the image that American Helix currently has in the market as a progressive, forward thinking company. This image is probably one of the more valuable assets the Advanced Media Group possess at this time. Jeff Dering has just recently left National Geographic where he was responsible for the creation and construction of Explorers Hall, an interactive exhibit in Washington, DC. Through his activities at National Geographic, Jeff has been exposed to and worked with a number of different individuals and companies that could be very valuable additions to the Advanced Media Group. This company is also responsible for the creation of the Yellowman Video which was produced for us as well as the printed brochures and literature we distribute. Many of the materials produced for us, by this organization, have won national and international awards.

Sandra Morris: Sandra Morris, currently with Intel, has indicated she will be leaving Intel in the near future. Sandra has been approached by a number of companies to produce DVI products for them. She has a background in education and more recently has been the focal point for much of Intels effort in recruiting DVI developers for what Intel and many other people believe will become the standard in full motion video for computers. Sandra has maintained a very high profile in the industry. She regularly speaks at many of the industry shows, and has a very good reputation.

An executive committee needs to be established which would be made up of members of the respective groups as well as from the company. This committee would be responsible for reviewing and advising on potential jobs, establishing a project manager for each job, reviewing the progress on each job as well as monitoring costs for work performed by the members to protect against overcharging for work performed.

This committee would also have a hand in the direction of marketing and advertising dollars budgeted for the group.

Ä until a full business plan is written and a pro forma produced, I can't say exactly what the start up expense would be. I would estimate that $1,500,000 would need to be raised. This should accomplish the goal of returning $300,000 to American Helix and still leave adequate operating capital. The structure of the company would be very lean and mean. Most of the expenses would be controllable through a commission structure. The goal on projects would be to achieve between a 5% to 20% margin depending on the size of the project. The consortium should have an equity interest (to be determined) in the company. Their equity could be established a number of different ways. The simplest, would be for them to purchase stock. This is also harder to achieve. Another alternative would be to have a percentage of their earnings go towards the purchase of stock. This is a more viable alternative that should be explored in more detail. Another alternative could be that the groups stock would vest over a period of time. Each of these alternatives carry with them advantages and disadvantages for both the members of the group and the company. Probably the best alternative will be a hybrid of the three options just mentioned.

Regardless of how we decide to achieve equity ownership for the members, it is very important that this be a part of the plan. Obviously we would want the members to place the needs of the group over the needs of the individual. This, for the most part goes against human nature. Having an equity interest in the company will help promote the concept of "the needs of the many out weighing the needs of the one". There are a number of other factors that can help to promote this concept. One of those would be to target companies or individuals for the group that do not have a long history of working for themselves and are interested in the sense of security that working with a group provides. We are fortunate that the existing target members meet that criteria. A possible breakdown of equity could be as follows:

· Raise 1.5 million paying 300K back to American Helix Investor (1.5 Million 70% AH 300K 20% Consortium 10%. It would probably be a good idea to structure some type of option for the Consortium to increase equity ownership.

· LASERTEX ISSUE: We have a relationship with Network Technology. It is not a good relationship, but never the less it exists. We need to figure out how to get the most out of it. There are two possible primary paths this relationship could go. Either Tom will work with us to complete LASERTEX or we will figure out the most beneficial way to terminate the relationship. Either way it is imperative that we deal with Tom from a position of strength and that we exercise much more control over the future path of the relationship. We are able to do this now that we have officially put Tom on notice and are exercising our rights under the contract. We have sufficient documentation to substantiate our allegations and proof that we held up our end of the contract. Even though I personally feel betrayed by the confidence and trust I placed in Tom, I doubt that he manipulated this situation simply to scam over $275,000 from us. I believe this is more situation where Tom got in over his head and his ego is making some very bad decisions for him with very little regard how it affects other people other businesses or even the long term effect on his own business. We also can not assume that this entire arrangement was not a scam. As we try to fix the situation, all possibilities must be considered and carefully weighted. I think a trip to Washington to meet with Tom, so a better assessment of the situation can be made, would be the most prudent action at this time. Without good lines of communication, the problem can not be resolved, and could only get worse.

· TIME LINE Upon the approval to go ahead, it would take one week to complete a full written business plan. To attract the equity investment for the company it would be advantageous to have a few or all of the member’s commitment to the group. This would enable us to demonstrate the full capabilities to the potential investor. I would estimate that this could be completed in another two weeks (possibly less). The time needed to complete the funding of the company is a little more difficult to estimate. Utilizing the presentation skills that we would possess as well as the past performance of the members, coupled with the existing excitement surrounding the industry, I believe I could have this company funded in record time.

Date: June 18, 1990
From: Stan Caterbone
To: Dave Shirk, David Dering

Subject: Government Bids for CD-ROM Premastering, Mastering, & Replication

Summary: In order to receive the considerations necessary to win any of the many government projects utilizing CD-ROM, it is necessary to prepare a very detailed, methodical, and concise bid proposal. These proposals are intended to define all processes, procedures, and most importantly quality assurance controls. A "Statement of Work" from the NASA Solicitation RFP5-76373/206 is attached for your reference.

There are 5 (five) primary processes that must be described in a technical proposal that will demonstrate an overall understanding of the requirements necessary to deliver a CD-ROM. According to the "technical approach", and in accordance with all technical specifications cited, the following processes must be defined:

1. Premastering/DMI-Stan Caterbone
2. Mastering/DMI-Stan Caterbone
3. Replication/David Dering
4. Quality Assurance/Dave Shirk-Beth Eller-David Dering
5. File Validation/DMI-Stan Caterbone

Plan of Action: The importance of the lack of this information has already cost us the opportunity to bid on a $60,000 plus contract with NASA. There are other government bids that I am preparing that must be delivered next week. We only have to prepare this information one time, and then only the pricing/cost proposals will need to be added for future government contracts. This information will also help me to market CD-ROM Replication services in the commercial market as well.

In order to complete this task as efficiently as possible, and with information that will insure our success in government bids, I have prepared an "INFORMATION QUESTIONNAIRE" for each individual according to the primary process.

Due Date: Each person is asked to complete the required questionnaire and deliver it by Friday, June 22, 1990.

I will be available for consultation, and will review the information on Thursday. I thank you for your cooperation regarding this matter.

PREMASTERING -
1.Accepted Media
2.Hardware Configuration/Specifications
3.Software (Name, Version)
4. Validation Process (Files vs. CD-ROM Image)

MASTERING –
1. Media Used
2. Equipment Used
3. Quality Control Procedures
4.Shipping Procedures

REPLICATION -
1.Injection Molding Process & Procedures
2.Metalizing Process

QUALITY CONTROL PROCEDURES
1. Process to Verify Stamper
2. CD-CATS Analysis, (Parameters that are analyzed)
3. CD-ANALYZER, (Parameters that are analyzed after injection molding)
4. Manual Inspection process of Printing, and flaws.

CD-ROM vs. ORIGINAL DATA FILES
1. Process to validate file transfer to CD-ROM image file format.

January 25, 1991

Barry J. Glick
Donnelley Geosystems
53 West James Street
Lancaster, PA 17604

Dear Barry:

As per our previous conversation, Allon Lefever, Chairman of the Board, of American Helix, and Vice President of High Industries, will be awaiting a call from a Donnelly representative regarding our discussions.

In order to facilitate a fair and equitable discussion pertaining to American Helix (Sale of American Helix to R.R. Donnelly), please advise your personnel that High Industries are open to any and all discussions regarding the business at hand. Also, it would be in the best interest of all parties, if your personnel refrained from disclosing any and all information that I may have disclosed during our discussions. High Industries should be given the opportunity to represent and disclose such information.

I, of course will be available to discuss my knowledge of the CD-ROM business, and or the American Helix operations at large.

Allon Lefever can be contacted at 293-4444.

I would like to continue our discussions, and would ask to visit with you next week, schedule permitting, to take a look at your specific operations, systems, and technologies, as we discussed.

I can be reached at the numbers below, or my lab at 392-6533.

I look forward to continuing or discussions.

Regards,
Stan J. Caterbone, Director

1991 IC MASTER CD-ROM PROJECT
REQUEST FOR PROPOSAL

A. GENERAL INFORMATION. Vendor's name, nature of business organization (eg. public corporation, etc.), date business began, ownership status, location of headquarters and other principal offices, domicile of parent company and majority ownership, names of principal officers, number of employees, description of business operations, and detailed description of plant facilities and resident hardware used in performance of services rendered.

American Helix Technology Corporation
1857 Colonial Village Lane
Lancaster, PA 17601
(717) 392-7840 (717) 392-7897 (FAX)
(800) 525-6575

American Helix provides services for the CD technology industries. The state-of-the-art CD manufacturing facility was completed in December of 1988. The facility features a unique 3rd generation monoline processing module, designed and engineered by David D. Dering, founder and president. This extremely automated facility was designed and engineered with the objective of increasing manufacturing yields through increased performances and yields of all quality assurance standards. The facility manufactures both CD-AUDIO AND CD-ROM discs.

The Advanced Media Group, LTD., services the information technologies industries. These activities include CD-ROM premastering, mastering, and replication; CD-ROM project development, Data preparations and conversions; exhibit technologies, and system integrations, and customized software development.

American Helix was funded by High Industries, Inc., of Lancaster in 1987. As a wholly owned subsidiary of the High companies, American Helix is joined by more than 40 other companies managed and operated by the $250 million a year conglomerate. High Industries, Inc., currently serves the steel, precast/prestressed concrete, and commercial/industrial construction industries; as well as operating in industrial, commercial, and residential real estate, cable TV, food services, management consulting and development, hospitality services, communications and other related services.

High Industries, Inc., is a Pennsylvania corporation owned by the family of Sanford High, whose father built the steel and industrial conglomerate from a welding shop in 1931. In 1977 Sanford relinquished the reigns to his two sons, Calvin and Dale. High Industries employees more than 1200 workers in the Corporate Center alone.

American Helix is situated in the 500 acre Greenfield Corporate Center. Graced with aesthetically pleasing architecture, beautiful landscaping, broad walkways, fountains, and ponds, American Helix contrasts the contemporary rural setting with its illuminating high-tech interior design. The Advanced Media Group, LTD., also operates a marketing office in downtown Washington, D. C., close to the highly developed corporate and government markets.

American Helix employees over 40 workers in its headquarters and manufacturing facility. In the first quarter of 1990, the company completed its first expansion, which doubled the output capacity if the plant. American Helix has the ability to produce more than 3.6 million CD'S per year. Plans are now being finalized for another expansion, which will again double its output.

The main features of the manufacturing facility are the exceptionally high yields, resulting from the performance of its proprietary injection-molding module. Increased performance results from high quality assurance techniques, employed by the sophisticated automated production process. American Helix also features the ability to produce 5 color disc printing, only available in a few U.S. facilities.

The Advanced Media Group, LTD., (AMG) serves the information technologies business. The services include end to end production of optical publishing applications, including CD-ROM applications. AMG features a compression technology that is used in its retrieval system providing extended capacities and speedier retrievals. AMG will provide CD-ROM storyboard and prototype applications, used to help win budget approval and support the key decision making process. Data preparation and data conversion services are also provided for all projects and applications.

The facility features the following equipment used in the operation of the above-described businesses.

AMERICAN HELIX TECHNOLOGY CORPORATION (FACILITY)
CINCINNATI MILICRON PRIMARY PROCESS MODULE
CONVAC METALIZER
ADEPT ROBOTICS SYSTEMS
DIGITAL INTELLIGENCE SYSTEMS CORPORATION SP-2 STAMPER-ANALYZER
CD-CATS SA2 CD ANALYZER
AID SYSTEM ANALYZER
SONY DMR 4000
SONY RECORDER
DUBUIT 3000

DISC MANUFACTURING INC., (FACILITY)
NOVELL ETHERNET NETWORK
OMI/TOPIX & MERIDIAN PREMASTERING SYSTEM
ZUMAS-XABITE/OMI BACKUP SYSTEMS
APLLE/MACII PLUS SSCI INTERFACE
DMI MASTERING SYSTEM
PHILLIPS UNIVERSAL MASTER GLASS SYSTEM
PLAYER ANALYZER
POLYFORM ELECTRO-FORMING PLATING SYSTEM

B. CLIENT LIST. A representative list of clients for whom CD-ROM prepatory work similar to that requested herein has been performed, including all publishers of information for the electronics industry, if any, which may complete with Hearst.

Arthur Anderson & Company
Amp, Inc.
Commodore Business Machines
Bell Atlantic
Advanced Systems Development, Inc.
Network Technologies, Inc.

C. DISCLOSURE OF POTENTIAL CONFLICTS of interest with regard to "B".

NONE APPLICABLE

D. VENDOR'S PERSONNEL AND QUALIFICATION STATEMENT, if not contained in "A".

DAVID D. DERING, PRESIDENT - Accumulated more than 15 years experience as an engineer in injection molding technology. Previously was director of operations for MXL Industries, a manufacturer of custom optical lenses. In the past he developed, designed and produced products for the Navy and Aerospace industry. Designed and developed the injection molding module of the CD manufacturing processes, and manufacturing facility at large. Mr. Dering has a Patent Pending on the CD manufacturing process and is currently finalizing agreements with Cincinnati Milacron to market the modules for the industry at large.

JAMES BOYER, VICE PRESIDENT - Established himself as one of the leading audio engineers over a career that spanned 20 years. Demonstrated an in depth knowledge and expertise for audio and video engineering, production, and recording. Produced the first commercially released CD-AUDIO, for Billy Joel. Developed a list of Who's Who in contemporary music as clients for his engineering and recording business. Jim provides a diverse range of technical expertise in the.

MIKE DILLINGHAM, PRODUCTION CONTROL MANAGER - Acquired 13 years of experience in the distribution and production areas of the recording industry. Prior to American Helix, managed the distribution and warehousing efforts of ELECTROSOUND GROUP, INC., a national recording company. Mike also served in similar capacities with ASR and POLYGRAM recording companies.

JOE LIANTONIO, QUALITY CONTROL TECHNICIAN, SYSTEMS ANALYST - Previously employed by FERRANTI DEFENSE SYSTEMS, INC., an International Defense Contractor, as a systems engineer. Performed various engineering and testing functions for hardware, software and integrated systems for radar and tracking systems. Experienced technical writer with working knowledge of military specifications. Responsible for performing and analyzing post production Acceptance Testing for final production approval for various products.

DAVE SHIRK, QC/PREMASTERING TECHNICIAN - Attended McCure Audio and Visual Recording Institute. Previously employed by several recording and production companies in various engineering capacities. Also contains a working experience of electronic engineering. Experienced in analyzing and inspecting recorded media for specifications and bench mark analysis for quality assurance standards.

BETH ELLER, MANUFACTURING ENGINEER - Employed in the in the injection molding industry for the last 12 years. Developed systems for the finishing, polishing, and coating technologies in injection molding applications. Beth is responsible for the state-of-the-art printing processes employed for the CD disc manufacturing.

GLEAN GALLANT, PRIMARY PROCESS TECHNICIAN - Performed various engineering duties and responsibilities in the injection molding industry during the last 10 years. Contributed to the design of the primary process module and was instrumental in building the manufacturing systems for American Helix. Provides an in depth expertise to the production and manufacturing equipment, systems, and operations of the Primary Process.

STAN CATERBONE, DIRECTOR, OPTICAL PUBLISHING -Developed the CD-ROM business for American Helix/Advanced Media Group, LTD., Previous background in computer technologies. Former founder and principal of a Financial Services organization, FINANCIAL MANAGEMENT GROUP, LTD., raising over $80 million of capital per year. Designed and developed state-of-the-art information technology systems for the company. Combines a developed sense of entrepreneurial spirit with past education, training, and experience of computer and information technologies.

TOM BROWN, OPTICAL PUBLISHING SOFTWARE/SYSTEMS ENGINEER (RETAINED BY AMERICAN HELIX) - Developed over 50 CD-ROM projects since 1987. Has been authoring commercial software over the past 8 years, including projects with UNISYS and NATIONAL SEMICONDUCTOR. Was manager of SHAPE OPTIMEDIA CD-ROM division. Authored CD-DIAGNOSTICS, a software program for installing and maintaining CD-ROM drives.

MALCOM LANGLEY (ESSCOMP), SOFTWARE DEVELOPER - Designed and developed a full text retrieval engine that is on the leading edge of technology in relation to current performance standards. This engine was developed to handle CD ROM size databases (670 megabytes or larger). The philosophy behind the technology is simple, the data is compressed onto the CD ROM disk and then it is decompressed in the PC's memory before displaying to the screen.

Mr. Langley has been actively involved with computers since 1974, starting with self assembled (6800, 8080 and Z80 CPU) systems. He has also been involved with electronics since his childhood, including 2 years with the Army Signal Corps doing radio and teletype repair. As a hobbyist amateur radio, TV repair, and calibration laboratory.

Programmed the software and maintained the systems to do invoicing, accounts receivable, general ledger and historical analysis for Association of Maryland Pilots using proprietary Prodigy Systems software. The systems processed 4,000 to 8,000 ships annually and $8 to $14 million in revenue.

WAYNE LANDIS, SYSTEMS ENGINEER (ESSCOMP) - Over 7 years experience with Naval supply and procurement Automated Data Processing (ADP) systems design, implementation, operations and supervision. This position was in the information center providing support to 435 end users with a 1.4 billion dollar budget and over 72,000 contracts per year.

Developed a database and then produced 95,000 barcoded labels. Developed a plan to backfit the procurement folders with the barcoded labels. Designed a tracking and barcode wand update system, via 3270 input into the IBM 3090/600 mainframe computer. This system utilized mainframe FOCUS for data capture and storage with nightly update of the Navy IDMS master database.

Over 5 years on the BREAKOUT/COMPETITION ADVOCATE PROGRAM. Developed the BREAKOUT HIT LIST. This list provides vendors with the parts the Navy has procured over the last five years with quantity and the last price payed) divided by sole source or full competitive items.

Developed the Competition advocate picture catalog. This book provides a picture of items that the government has problems finding vendors to produce. (Some reasons are the specification are written in military jargon or the drawing is not available.) The driving factor of the catalog is to find a vender to reverse engineer the part.
Developed and implemented the BREAKOUT tracking system of the 10,000 items reviewed yearly.

Worked with PARTMASTER (NSA) to develop CD ROM application with 12,500,000 part number/military number cross reference. Any item is crossed and displayed on the screen of an 8088 type PC in less than 6 seconds.

Beta test site for IBM 3363 WORM drive. This involved 9 months of optical disk image storage and retrieval systems testing with 50% increase in data transfer speed. Developed the Navy color picture database of parts.

Worked for Advanced Technology Inc. as a Senior System Analyst and ran the Camp Hill satellite office. Provided support on the LM2500 Marine Gas Turbine Project.

Developed a database to track all serial numbered gas turbines and which ship they were installed on. This database was then used to schedule ECP and overhaul schedules.

Bid four major RFP's on the BREAKOUT program each proposal had two teaming partners.

E. PROPOSED "FORM OF AGREEMENT" representative of vendor's terms and conditions including:
1. Details as to Copyright and ownership of Software and precise language as to warranty and indemnification in cases of their party claims of patent, copyright or trade secret violation.

Ownership and Copyright - ESSCOMP, Inc. (MALCOM LANGLEY) 19841 Greystone Road
Whitehall, MD 21161

2. Details as to License provisions and requirements in use of Software.

License to Hearst as Required.

3. Details as to Software functional and performance capaility.

Software will perform and function on IBM PC's to requirements of HEARST Specifications. Given the limited amount of information available at this time with regards to the specifications, the software can be expected to display any screen display upon the enter key depression for a period not to exceed 30 seconds. Seldom will any display take more than 3 seconds, and more than 50% of the screens are expected to display in 0.6 seconds.

4. Details as to CD-ROM mastering and replication.
Hearst will be required to deliver 9 Track, 8MM, or Dat Media of the CD-ROM physical image file to American Helix. Hearst will also be required to deliver corresponding art proofs for disc printing, inserts, and any other related materials.

American Helix will verify both the CD-ROM media and the corresponding art proofs for acceptance.

Upon the premastering and mastering, American Helix will validate the formatted CD-ROM image file containing the ISO 9660 format against the original files. The SP-2 is a comprehensive computer test system that monitors Sony/Phillips red book data parameters such as BLER, BRST, UNCR errors on a per second basis as well as 10 sec., total error count and average error count of the entire stamper surface. I3 and I11 voltage measurements are taken (per sec.) as well as drop out detection, Symmetry, Peak to Peak, Radial Noise, and Crosstalk (on track). All measurements are monitored to be well within spec of Sony/Phillips Red Book. A printout of this test is made and stored in the customer file as well as on the SP-2 hard drive for future reference.

Upon verification, American Helix will begin production of the CD-ROM discs. 100% of all CD-ROM discs will be automatically inspected on the AID Computerized Analyzer for data integrity, physical characteristics, and performance.

The AID System will inspect the CD for any physical defects or errors that may have occurred in the molding process. The system also checks for Birefringence, The inner and outer Eccentricity, Reflectivity level, and Warp level of the substrate. The 4 main reject areas on this system are Surface Flaws, Pinholes and Missing Data, Dense Flaws, and Track Flaws, each having a separate and different threshold (size and level) for rejection.

5. Details as to maintenance provisions and capability to provide customized changes to Software.
Maintenance to be provided in full for one year.

6. Details as to deliverabiltiy including documentation and technical detail.
ESSCOMP has full capability to customize to your request. Providing documentation and technical detail to CD-ROM is suggested for considerations.

7. Details as to costs and basis for billing to Hearst for use of Software.
Upon review of final specifications, a royalty fee of up to $4.00 per disc may be included in the bid of this contract. However there is no stipulation that precludes American Helix and or ESSCOMP from not charging any royalty.

8. Details as to Transferability and Assignability Rights with Regard to Software.
In the event of the demise of ESSCOMP all rights, together with the source code, revert to HEARST.

F. Firm 1990 PRICES AS TO PRODUCTION COSTS TO HEARST for PREMASTERING OF CD-ROM version of the 1991 IC MASTER.

The premastering and mastering prices will be as follows:
3 Day Turnaround - $2500
5 Day Turnaround - $1500
10 Day Turnaround - $1000

G. FIRM 1990 PRICES AS TO COSTS TO HEARST FOR MASTERING CD-ROM version of the 1991 IC MASTER.

Included in prices for ""G".

H. FIRM 1990 PRICES AS TO PRODUCTION COSTS TO HEARST for production of CD-ROM discs in lots of 100's and 1,000s, and estimate re-run costs.

Replication prices including 2 color printing, insertion of customer provided inserts, jewel box, and shrink wrap:

$1.90 per disc up to 5,000 replicas
$1.80 per disc up to 10,000 replicas
$1.70 per disc above 10,000 replicas
Rerun orders are same as above


I. THE TIMETABLE to complete each phase of proposal from receipt of data to mastering of the CD-ROM. A timetable of events as dictated by Hearst's requirements is included in this RFP on page 16.

The timetable dictated by HEARST will be acceptable by AMERICAN HELIX/ADVANCED MEDIA GROUP, LTD.,.

J. WARRANTIES AND GUARANTIES. Include standard language pertaining to WARRANTIES AND INDEMNITIES used in agreements in force for similar projects and statements as to whether standard language has EVER been modified for ANY client.

"INFORMATION NOT APPLICABLE"

K. ABILITY TO INCLUDE IN EVENTUAL AGREEMENT WITH HEARST A MOST FAVORED NATION CLAUSE assuring Hearst that if Vendor's bid is accepted, Vendor will pass on to Hearst any price reductions related to services rendered that occur between bid and delivery for any service rendered.

April 16, 1990

Ken Clark
Bell Atlantic
6701 Democracy Boulevard
Bethesda, MD 20817

Dear Ken:

As per our previous meeting, the following is a cost estimate of the CD-ROM prototype that we have proposed.

Storyboard Presentation Program ... $1,000

Prototype CD-ROM Disc including the following:

CD-ROM design, configuration, production, and simulation; CD-ROM premastering, CD-ROM mastering, and replication (50 Discs); 2 color printing, jewel boxes, and shrink wrapped; requirements include receiving camera ready label art for printing;

Cost estimate assumes 10 megabytes of electronic data delivered to American Helix ... $7,500

"IMPLEMENTING CD-ROM TECHNOLOGY" Course book..$ 450


Please note that the suggested functions and capabilities are just that --- suggestions, we would of course design the final prototype according to your specifications.

The following is a brief description of the functions and capabilities that are illustrated in the storyboard demo program:

1. "ELECTRONIC DIRECTORY" or EXECUTIVE INFORMATION SYSTEM - This system is intended to deliver a value added application of utilizing the original telephone directory data for other functional applications. This is intended to support the many businesses and organizations that have installed computer networks, however it also has the same functions for single user systems.

1.1 "DIRECTORY" - The directory is the conventional look up function. Searches could include by name; number; and or address. This will include an intelligent browse function. This will allow the user to type the letters of the name while having the search begin on the first letter and continue until it finds the match. This will also let the user use a normal browse to browse line by line without having to begin a new search routine.

- "ROLODEX" with the push of a function key, the user can build his/her own personal rolodex file. This will include a function key to print rolodex cards or phone directories to paper.

- "DIAL TELEPHONE" with the push of a function key, the system will automatically dial the number retrieved, and could include an automatic redial function.

1.2 "FOOD" - This is a menu of various food services and restaurants. A later menu would search among different food types and among different demographic regions, will a function key for the locator map.


1.3"HOTELS" - This menu would function similar to the above "FOOD" menu.


1.4 "STOCK INFORMATION" - This menu could allow the user to dial into CompuServe or any other related bulletin board with financial information.

1.5 "ENTERTAINMENT" - This menu could function as a directory of recreational activities, arts and humanities, nighttime entertainment, historical monuments. This application may not apply to demographical areas.

1.6 "TRANSPORTATION" (not shown) This menu could provide the listings of airlines, airports, bus services, car rentals, train services, limousine services, and other related transportation services.

Please note that this demonstration program is an illustrated storyboard that suggests how the prototype system would operate and function. All menus would have the functionality, however the screens will vary.

Any prototype developed for Bell Atlantic would be for the sole purpose of demonstrating the "BELL ATLANTIC ELECTRONIC DIRECTORY " to internal personnel only, unless otherwise agreed. There will be no royalties attached to the prototype discs produced.

Best Regards,
Stan J. Caterbone
Director of Marketing, Advanced Media Group

June 8, 1990

Lucy H. Griffen
American Bankers Association
1120 Connecticut Avenue, N.W.
Washington, D.C. 20036

Dear Lucy:

As per our previous discussion, the following is a suggested agenda for our meeting on June 15th at 11:00 am :

1.Review & Evaluate data and information for project
2.Discuss specifications of system and needs of end users (regulators)

A)Note Pad capability
B)Printing capability
C)Auditing
D)Other Capabilities

3.Discuss ABA internal business issues of system and project.
4.Discuss what is needed to sell project to key decision makers:

A)Storyboard Application
B)Prototype Application
C)Other

5.Discuss costing criteria and how to formulate project estimates.
6. Discuss plan of action and implementation schedule.

Lucy, it might be helpful if you could plan to have a PC (IBM DOS/COLOR MONITOR) available for our meeting. Please understand that this in not absolutely necessary for this meeting.

I look forward to seeing you on the 15th. Please call if you have any questions regarding the above agenda.

Sincerely,
Stan J. Caterbone
President, Advanced Media Group, LTD.,

March 6, 1991
Press Release

COMMODORE CDTV
STRATEGIC ALLIANCE

The Advanced Media Group, Ltd., has recently signed a licensing agreement with Commodore International, Ltd., the West Chester computer maker. The strategic alliance is aimed at combining the digital technologies expertise of the Advanced Media Group, Ltd., with the development of the Commodore CDTV multimedia machine. The new system was officially introduced at the Consumer Electronics Show, in Las Vegas this past January. The first shipments are expected to follow immediately after the MICROSOFT CD-ROM Show, which will be held in San Jose, CA in a few weeks. The show is the largest CD-ROM trade show for this new and emerging technology.

The CDTV is one of the boldest attempts of a computer maker to create a new category in the elusive field of consumer electronics. The field of competition is intense, including, Apple Computer, Inc., International Business Machines (IBM), and Tandy Electronics. The systems will support "game", reference, and also educational applications from the arms of film giants Lucasfilm and Disney.

Mr. Bushnell, who sold Atari in 1976, is challenged with a mission to effectively integrate the best aspects of television with computing. The foundation of the technology is built around CD-Audio and CD-ROM subsystems. The vast amounts of storage capacity inherent in CD-ROM technology coupled with the "interactivity" of multimedia presentations give the systems unlimited potential.

However, what makes the CDTV unique is that the complete system is only the size of a conventional CD player. Any TV monitor can be used without the need for a computer. The system is operated with an infrared remote control. The system can also be adapted to an entertainment system and can play both CD-Audio or CD-CDTV discs. This will make it the first system to link the bridge between the conventional computer markets and the consumer markets driven by CD-ROM technology. The retail price is expected to be under $1,000.

Stan Caterbone had manufactured the first CD-ROM disc for Commodore International Ltd., more than a year ago. The Advanced Media Group, Ltd., had been working with Commodore during the early development for the system over the past year.

The licensing agreement will establish the Advanced Media Group, Ltd., as one of two domestic premastering sites for the country. Because of the proprietary operating system, all applications developed for the systems will require that the applications be processed at one of the two sites. There is currently one site in the United Kingdom for the international markets. The Advanced Media Group, Ltd., will also provide end to end manufacturing for the CDTV discs.

The Advanced Media Group, Ltd., will also develop its own portfolio of educational applications for the new systems. Several products are currently in the exploratory phase. Negotiations are currently being held with DONNELLY GEOSYSTEMS, a division of R.R. Donnelly, of Chicago Illinois. This strategic alliance will allow the Advanced Media Group, Ltd., to provide CD-ROM technologies and capabilities to the incredible portfolio of information assets that R.R. Donnelly prints, publishes, and administers.

R.R. Donnelly is currently the largest printer in the world, and currently manages a wealth of information. The migration from publishing information on paper to that of optical discs will be the primary mission of the strategic alliance.

Donnelly Geosystems has developed an extensive portfolio of digitized raster and vector mapping systems that cover all parts of the world. The Advanced Media Group, Ltd., is currently designing educational applications for K through 12 grades that will produce multimedia interactive geography lessons.

Since its inception, the Advanced Media Group, Ltd., has cited the educational market as its primary area of interest. However, the markets' evolution is challenged by the faltering educational infrastructure and the lack of financial resources. Fortunately, there is a consortium of larger corporations that feel a real sense of social responsibility to contribute to improving the educational system at large. Interactive multimedia technologies is expected to play an important part. Some of the corporations chartering this movement includes IBM, Xerox, and Lucasfilm, to name a few.

The Advanced Media Group, Ltd., capabilities and human resources include extensive experience in Engineering, Instructional Design, Graphics Technologies, and Courseware Development for the interactive educational multimedia markets. These capabilities are coupled with a strong and successful foundation in the optical publishing industry. CD-ROM, IVD, Videodisc, CDTV, DVI and Worm technologies are all included in it's capabilities. Multiplatform authoring systems, Graphics Librarian, and CD-ROM Search Engines have been developed by the engineers of the Advanced Media Group, Ltd.,

Educational courses that have been designed include: Composite Materials Manufacturing; Accounting Principles; Teacher Induction Training; and Interactive Math 1 & 2 (K-12, 13 & 14) operating on CD-ROM & IVD concurrently.

June 22, 1990

Henry Carls
Hampton Inn
Corporate Offices
Memphis, TN

Dear Henry:

As per our conversation, we are looking forward to the opportunity to work with you. As I have mentioned, I would like to first examine and evaluate your drawings. At the same time, I would like to ask you a few general questions so that I can determine the scope of work needed to produce a system that will meet your specifications and requirements.

Would you please provide the following?

1. Number of Sets of Drawings
2. Average Number of Drawings/Set
3. Number of New Sets Per Year

Please provide a wish list of system capabilities that are required in order for this project to be of value to your organization. Just a few words for each item will be sufficient.

If you have any questions or concerns, please call. I look forward to reviewing your project.

Regards,
Stan J. Caterbone
Director, Advanced Media Group, LTD.,

February 19, 1991

Allon Lefever
High Industries, Inc..
William Penn Way
Lancaster, PA 17603

Dear Allon:
As per your request, you will find some enclosed statistics that will be more than adequate for your purposes. This is one of the more descriptive statistical analysis of the CD-ROM industry that I have reviewed. I hope you find it equally impressive.

On another matter, I have been selected as a delegate for the State Committees for Publishing, composed of various publishers from throughout the United States. This delegation will visit the Soviet Union and Eastern Europe this summer. The objective of this visit is "to stimulate the exchange of expertise and knowledge of the methods and capabilities between American, Soviet, and Eastern Europe publishers, so as to: enhance the export of products between nations; identify and expedite the translation of appropriate works in each county; and provide both sides
with an insight into the editorial, design, and manufacturing resources available within each county".

The delegation members will spend two weeks visiting major publishing houses, bookstores, printer, research institutes, universities, and libraries in several cities. Delegates will meet with the Ministries of Culture, discuss topics of mutual interest with our counterparts, and receive updates from Soviet and European technology specialists, printers, authors, and editors.

"The project will enable the delegates to establish the basis for joint ventures and long-term professional dialoque with publishers, manufacturers, and members of the academic community, as well as individuals from the Soviet and Eastern European governments".

I will be soliciting sponsorships from corporations that have a vested interest in developing business opportunities with the respective nations. This might present opportunities not only in regards to CD-ROM publishing, but more importantly with respect to manufacturing facilities, of which would be in the interests of High Industries and American Helix. In return for funding the estimated expenses of $4,500, I will pursue communications and dialogue that are of the interests of the corporate sponsor, and will return will as much information as possible for the respective sponsor, including contacts.

Because of the logistics and planning required to implement this delegation, I am required to submit my commitment as soon as possible. I will also approach R.R. Donnelly as a corporate sponsor, who incidentally is a "Sustaining Member" of the State Committees for Publishing.

ESCOMP SEARCH ENGINE PROJECT (i.e.Google)

OVERVIEW - The purpose of our meeting (Wayne, Stan, Skip) was to "establish an equitable, productive and profitable relationship" between AMG (Advanced Media Group) and Escomp (Search and Retrieval Software). The goals and objectives of this relationship will be as follows:

1. To provide data and information retrieval software projects that are contracted by AMG and technologies  developed by ESSCOMP .
2. To provide data and information preparation for supporting the information technology industries.
3. To provide other software products and utilities into an authoring system for the CD-ROM industry .
4. To develop a library of utilities that can evolve that will utilize the services of ESSCOMP for the AMG .
5. To market and contract CD-ROM development projects production and retrieval of the information as specified for the projects technologies and products that are developed by Advanced Media Group.
6. To develop market and industry recognition for the ESSCOMP products produced by ESSCOMP.
7. To create new markets for the technologies and "through the use of the AMERICAN HELIX technologies,".
8. To provide additional credibility for ESSCOMP "facility, corporate identity, and the association with" "High Industries, Inc the information technology industry through the AMG & ESSCOMP.
9. To position ourselves as a technological leader in following: superior products and services; dedication and commitment in the delivery of products and "services; highest regards for quality assurance, and "customer service; a realization that performance is the only measure for success for the information technology industry".
10. To develop new technologies, products and services" "society through our products and serives, with specific".
11. To make a contribution toward the betterment of our regards for educational institutions.












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