January 22, 1991 Mayor Janice Stork Lancaster Court House Lancaster, PA 17603 Dear Janice: I am asking you to please advuse your constituents to leave me alone. I have never done anything to anyone, let alone anything criminal. I am tired of being in fear for my life, all because I have been victim to a "herd of white collar crooks". I have finally after three years reached my threshold of pain, suffering and humiliation, all while building successful businesses for others to terrorize. You may be familiar with the circumstances surrounding my childhood, Jack was my families attorney, my childhood was difficult enough. I have always conducted my personal and business affairs with honesty and integrety, and most importantly I have always and will always lend a helping hand to those in need. I have done nothing to deserve what this town has done to me, especially the circumstances of 1987. I am only human, and I am tired of leaving in fear. And remember, as far as ISC is concerned, I was merely protecting my investment as a shareholder. Regretfully, Stan J. Caterbone, Director

January 22, 1991 Governor Robert Casey Capitol Building Harrisburg, PA Dear Bobby: CLEAN UP YOUR DIRTY HOUSE, BEFORE I DO IT FOR YOU! AND IT WILL COST YOU DEARLY!!! I'm tired of being in fear for my life! Regrets, Stan J. Caterbone, Director Enclosure Tape Track 1 - 09/29/87 \Howard Eissler, Pennsylvania Securities Commision Recorded with permission Track 2 - 11/??/87\Detctive Bodan, Pennsylvania Attorney General's Office

Recorded in self defense

January 10, 1991 Lt. Madenspacher MANHIEM TOWNSHIP POLICE DEPARTMENT 1825 Municipal Drive Lancaster, PA 17601 Dear Lt. Madenspacher: As per our conversation of January 9, 1991, I welcome you to visit with me on Thursday, the 17th, at 3:00pm, at our facility. Assuming your interests in "digital technologies" are sincere, I have enclosed some information that will give you some insight into my work, and the technologies at large. I will assume that our conversations contain a peaceful format, and that I will discuss any issues that you so desire, with only one exception. I will not be at liberty to discuss any pending or forthcoming legal action on my behalf. Our agenda will include a tour of our facility to demonstrate to you how we manufacture both CD-Audio and CD-ROM discs. I will also be prepared to demonstrate some of the capabilities of "digital technologies" and some of the applications currently in use today. Maybe someday, the Manhiem Township Police Department, will be one of my clients! As we both know, anything is possible. If the above meeting date is in conflict with your schedule, please call. I look forward to our meeting. Honestly, Stan J. Caterbone, Director

LASERTEX... FULL MULTIMEDIA ELECTRONIC PUBLISHING AND DELIVERY SYSTEM *Provides Affordable In-house Optical Publishing *Enables development of Customized Interactive Information Applications by combining Data,

Text, Images, Graphics, Audio and Full Motion Video Information Assets *Develops Interactive Training and Education Applications *Provides for Separation of Information from Authoring and Retrieval Software *Utilizes Open Electronic Publishing Architecture (OEPA)

THE COMPONENTS Both expert and novice can easily use the four components of the LASERTEX publishing system. Application Design: Enables you to design the specifications for information types, user

interactions, program and device interfaces, screen design, security protection, and compression requirements.

Information Preparation: Enables you to prepare your text, data, graphics, images, audio,

and video in standard formats. Information Organization: Enables you to create information structures such as indexes,

scripts, and networks to add value to your information. Application Production: Enables you to produce the customized runtime version of the

LASERTEX information product. PUBLISHING SYSTEM FUNCTIONALITY AND CAPABILITIES The LASERTEX publishing system distinguishes itself above other CD-ROM authoring and retrieval systems *Low price, low royalties, and free replication enabling you to produce products which

can sell at a reasonable price *Complete publishing capability with over 60 automated software modules accessible

through one common interface *Your information remains separate from the application software and information

structures *LASERTEX can accept source information in many different formats including word

processing, popular databases and spreadsheet, paint and draw programs, common graphics, and analog audio formats

*Converts source information into industry standards like SGML (text), dBase and Lotus

spreadsheet (data), GKS (graphics), PCX and TIFF (images), and ADPCM (audio) *Includes software for text and data entry, creation of graphics and images, audio

digitization, and development of audio-visual edit decision lists

*Enables you to design with multiple interaction modes such as search (boolean full text and fielded search), browse (structured indexes), linear presentation (slide show), branching presentation (interactive education and expert system), and provides hyper link capabilities to enhance all of these modes

*Permits a you to optimize an application for one particular hardware delivery platform

or to create parallel versions for different hardware configurations *Includes a storyboard prototype and a fully capable functional prototype for testing,

refining, and demonstrating an application *Enables you to customize context sensitive help, on-line documentation, forms, foreign

language requirements, and print and display fonts. *Adds an assortment of program and device interfaces to your application including

print, information download, notepad, bookmark, telephone, modem, and FAX *Enables you to make your own software and third party applications accessible from

LASERTEX using the information from the CD-ROM *Capable of producing integrated multi-volume applications *Contains Project tracking, management tools and preliminary design guides and

checklists

DELIVERY SOFTWARE USER FUNCTIONALITY AND CAPABILITIES The LASERTEX multimedia publishing system integrates text and data with images, graphics and audio information. Text: ASCII, SGML, and text frames Data: Spreadsheet and data base files Images: TIFF, PCX, and other raster formats Graphics: GKS, IGES, and other vector formats Audio: CD-Audio, CD-ROM XA, and other audio formats Video: Interactive video format standards will be supported Plus special user defined formats for all information classes DELIVERY SOFTWARE USER INTERACTIONS LASERTEX does not force you into a specific style of access or, restrict you to a single view. One set of information assets can be published with multiple modes of interaction bases for the end user's preference. SEARCH: This includes boolean full text search on text documents and text fields in

databases or associated with graphic, image, audio, or video files. It also includes boolean search on fielded information in SGML documents and databases. Features include boolean operators AND, OR, NOT; proximity search; range search (date, time, money, numeric fields); wildcard; truncation; thesaurus; start and stop word lists; concordance browse.

BROWSE: A powerful browse capability enables end users to access all types of information

with hierarchical and multidimensional indexes. It offers the capability to cross reference and access information from multiple viewpoints best suited to their knowledge level.

PRESENTATION: Presents all types of information in a variety of ways including a simple

slide show format; a connected, branching learning system environment; and a rule based expert system mode.

HYPER LINK: Enables an end user to traverse directed and undirected links among all six

classes of information which form a richly interconnected knowledge network.

*To make LASERTEX information applications more powerful, integrated device interfaces are provided including laserdisc (videodisc), telephone, FAX, modem, and laser printer.

*To support extended end user information access, a variety of program interfaces are

provided including context sensitive help, on-line documentation, notepad, bookmark, path, and information download.

*To support an even wider use of information applications, LASERTEX provides direct

access to end user or 3rd party applications software. This enables end users to use the information on the CD-ROM in other software programs.

*LASERTEX provides seamless magnetic update of the CD-ROM information and

permits use of multiple drive CD-ROM applications. *Password access, information decryption, security levels, and information audit

controls assure that any requirements for application and information security can be satisfied.

*Self configuring delivery software which can run on an IBM AT compatible with 640K

RAM, a magnetic hard disk, EGA-CGA-VGA monitor, MS-DOS 3.X, a CD-ROM drive, and a keyboard. LASERTEX is also able to take advantage of more sophisticated hardware platforms up to a 386 base machine with extended memory, a mouse, multiple CD-ROM drives, decompression hardware, and very high resolution monitors.

SUPPORT INFRASTRUCTURE The support infrastructure is a group of people, and a set of systems and resources designed to help you create quality, cost effective successful CD-ROM applications. *Extensive hands-on training in every element of the business and technology of optical

publishing. *A customer hotline for resolution of questions and problems. *Free Replication of CD-ROM discs. *Total royalties never exceed $13 per Disc. *A complete set of user manual and system reference documentation. *A set of operations and procedures manuals. *An on-line technical support bulletin board for the latest technical information, tips,

and problem resolution support. *Retail dealer and distribution network to provide market channels for your products. *Full service information preparation and conversion available from LASERTEX service

centers; scanning, digitizing, SGML tagging, converting, compressing, and encrypting information, avoiding the high cost of specialized equipment and personnel costs.

AMERICAN HELIX ADVANCED MEDIA GROUP provides products and services to support all facets of the Digital Technology and Optical Publishing environment. Centering around it's state of the art 3rd generation CD-ROM replication facility, The Advanced Media Group is proud to offer the following: CD-ROM PRODUCT DEVELOPMENT SERVICES CD-ROM REPLICATION SERVICES LASERTEX ELECTRONIC OPTICAL PUBLISHING SYSTEMS ADVANCED TECHNOLOGY WORKSHOPS IN OPTICAL PUBLISHING ADVANCED MEDIA RESEARCH AND DEVELOPMENT PROJECTS CD-ROM/WORM TECHNOLOGIES EXHIBIT TECHNOLOGIES INTERACTIVE VIDEO TECHNOLOGIES TECHNOLOGY TRANSFER PROJECTS LASERTEX is a registrerd trademark of Network Technology, Inc., 7401 F Fullerton Road, Springfield, Virginia 22153-3122. American Technology Corporation is the exclusive authorized distributor of LASERTEX Electronic Optical Publishing Systems.

February 19, 1991 S P Stephton JUSTAT P.O. Box 14373 Kenwyn, 7790 Capetown South Africa Dear Mr. Stephton: My sincere apology for not delivering your requested information. Your request was apparently lost in our paper shuffle. We regret any incontinence that this may have caused you. In appreciation for your patience, please find the enclosed "DRAFT" copy for your evaluation. This copy is fully functional. I would ask a written evaluation at your earliest convenience. I have also enclosed our capabilities and services for your reference. I look forward to hearing from you. Again, my apologies for not responding earlier. Sincerely, Stan J. Caterbone, Director cc:JUSTAT01 ENCLOSURES

FACSIMILE TRANSMISSION FROM: STAN CATERBONE of AMERICAN HELIX FAX NUMBER: (717) 392-7897 TELE: (717) 392-7840 TO: JULIAN OLSON COMPANY: KAware FAX NUMBER: (415) 964-2027 DATE: 08/20/90 PAGEES: 01 Dear Julian: I appreciate your support and efforts to engage in a mutually profitable and enjoyable relationship. I will certainly do everything in my power to facilitate the above. In specific regards to our previous agreement, we have yet to recieve the software package. My engineers are anxiously awaiting its arrival. If it has not shipped, I would like to offer my FEDERAL EXPRESS ACCOUNT NUMBER : 1297-5100-2 and ask that you ship it priority overnight. If it has already been shipped, please advise. THANKS AGAIN FOR YOUR SUPPORT. Regards, Stan J. Caterbone Director, Advanced Media Group, Ltd.,

DATE: May 29, 1981 MEMO: PA Blue Shield Meeting of May 29th PARTICIPANTS: Frank Ryan, Jim Cartmell, Vic McBride, Stan Caterbone, Bill DeAngelos AGENDA: Review Storyboard for PA Blue Sheild (PABS) Input Prior to Contract Delivery The circumstances leading up to this meeting should be known in order to understand the conversations during the meeting. On May 4th, American (AH) Helix was commessioned to produce a "Storyboard Illustration of the multimedia interactive CD-ROM" for (PABS). Dering & Musser (DM) were to provide input to the graphical design of the storyboard. Attached to the contract was a preliminary flow chart of how the linear script of the information would be displayed. Stan Caterbone immediately suggested that a meeting with (PABS) to collaborate on the linear script and any technology issues be set as soon as possible. Stan also suggested that (DM) and programmer Vic McBride meet to determine the logistics of working the design elements with the computer programming. Both meetings were scheduled for May 8th. On the mourning of May the 8th, Stan and Jim met at (PABS). The outcome of that meeting was a revised linear script, and dicisions on technology elements regarding the system, of which were to be illustrated in the storyboard (see notes of meeting as per Jim Cartmell). At 4 o'clock of May the 8th, (DM) met with (AH), Vic McBride and Wayne Landis. Stan presented the revised linear script to all parties. Vic McBride demonstrated the technology used to create our storyboards, along with its capabilities. Jere voiced his concern that this technology was not capable of producing the same fonts and colors of his Macintosh system. Stan elaboarted on the issues that (AH) does not presently support optical publishing projects for the Macintosh platform. There are several reasons for this dicision: 1. The Mac platform represents only 7% of the PC users 2. The number of Mac users with CD-ROM drives is even less 3. The technologies today do not support the capability of producing Mac

projects (CD-ROM) and simply converting them to DOS (IBM Compatible) platforms.

4. The Mac platform does not currently support Touch Screen technology. MEETING (Continued) Several alternatives were suggested to accomodate the project: 1. Jere accompany Vic during production provied design input. 2. Jere produce Mac screens and Vic duplicate within his capabilities. 3. Jere produce hard copy illustrations of screens, and Vic duplicate. It was Jere's decision not to provide any design elements to the storyboard because of the "Mac" issue. It must be noted that (AH) was trying to be accomodating as possible to this

issue. However (DM) made a decision to have (AH) develop the storyboard in its entirety. As far as (AH) was concerned, and with its knowledge of the technology, the Mac issue was not an issue now, and never has been. On May the 11th, Stan faxed a revised flow chart and description of the storyboard to Jim asking for "any changes that need to be made". There was no response by (PABS) to this communication. On or about May 21st Stan called Jere to determine if any date had been set for the presentation. Jere had no knowledge and referred that question to Jeff. During that conversation Jere mentioned that he had discussed with Frank that he was not participating in the design of the storyboard because of (AH)'s "lack of capabilities". On May 24th Stan, Wayne, and Vic met to review the current storyboard. Several modifications were made. Vic had several questions of which Stan wished to direct to (PABS). Stan also suggest a review meeting with (PABS) be scheduled prior to delivery in order to enable (AH) to provide (PABS) with a storyboard that will accomodate thier needs when presenting the project for approval. Vic talked with Jim on May 25th, and a meeting was scheduled for May 29th.

RECORDED TRANSCRIPT WITH THE PENNSYLVANIA SECURITIES AND EXCHANGE COMMISSION "JAMES GUERIN AND ISC OPERATIONS" SEPTEMBER 8, 1987 November 17, 1990 Subject: Quotes from a recorded transcript between Stanley J. Caterbone and Howard

Eisler, Agent of the Pennsylvania State Securities and Exchange Commission. This transcript was recorded with the approval of all present parties.

Date of Conference: September 8, 1987 Place of Conference: 2323 New Danville Pike Conestoga, PA 17512 Relationship to James Guerin:ISC Shareholder Debtor to Parent Federal Savings and Loan The following transcriptsd represent a few of the converstions recorded during the meeting. Stan Caterbone - " Chem Con is the big local minority-held corporation that was doing a lot of

Defense contracts-it was associated with ISC. They went under last spring, beginning of the summer, and there was a lot of criminal allegations made, none of them substantiated. And I was connected with that. They sent a board member in to see me a week before this happened. Why. I don't know."

Stan Caterbone - "Jim Christian owned it - now I hear rumors that I was tied to ISC and I am

close to several people in that organization. Why they sent someone in to California to see me, I don't know. They won,t answer me."

Stan Caterbone - "they wanted me to talk to a guy from D.C., New York, a guy from the

Caribbean. I don't know what the hell is going on." Howard Eisler - "the supposition was - I don't know how true it was a front for ISC." Stan Caterbone - "It was, I'll tell you why. Because when Chem Con was started, back to

their inception, you look at ISC's books. They didn't have any money. Well, the first thing Chem Con did was they went and got all that free money from the government and you look where that money went. I

bet I know where it went." Stan Caterbone"this guy named Geurin, James Geurin. And I know that they were selling

contracts back. He runs ISC and he also has his fingers pretty deeply into Chem Con. He's the one who started Chem Con, Guerin is the one who started it."

Howard Eisler - " Wasn't there some allegations about a tie to Wedteck?" (Defence Contractor

of New York) Stan Caterbone - "You bet. They were tied, you'd better believe they were tied with Wedtech.

The same guys in Wedtech were involved with ISC and Chem Con." Stan Caterbone -"ISC is sold over the London Exchange. (I bought my shares from Gib

Armstrong) I owned a thousand shares." Stan Caterbone -" I sold it when things started to hit the ____________." Stan Caterbone -"Now they just did a multimillion dollar merger with a company in London.

They probably think this is going to cover their tracks." Stan Caterbone -"What they did was, they fronted all that money and started the contracts,

went bankrupt, and now the government is stuck for $18,000,000." Stan Caterbone -"I know right now in this town's viewpoint, I stole money, I am insane, and I

am a lunatic. I tell you I will not condemn Jim Christian until he tells to my face what happened."

Stan Caterbone -"I was framed and set up.........." Stan Caterbone -"I don"t know maybe Jim Christian doesn't have the money. Maybe Guerin

has it or somebody else"

November 20, 1990 List: Murray Horton, District Justice Detective Larry Mathias, MTPD Chuck Smith, Lancaster Aviation Mike Wolfe, Loan Officer, Commonwealth Bank Joe Roda, Attorney At Law Gib Armstrong, Senetor Peggy Steniman, LNP Robert Kauffman, Formerly of FMG, Ltd., Michael Hartlett, Formerly of FMG, Ltd., Craig Russel, Attorney at Law YOU HAVE LOCKED ME UP AND PUT ME IN JAIL & CALLED ME A CRIMINAL YOU HAVE TAKEN EVERYTHING I OWN YOU HAVE RUINED MY PERFECT CREDIT RATING YOU HAVE CALLED ME INSANE BECAUSE OF MY INTERESTS IN A "DIGITAL MOVIE" YOU HAVE AIDED IN THE COVERUP OF JAMES GUERIN & ISC YOU HAVE TAKEN AWAY MY BUSINESS INTERESTS YOU HAVE RUINED MY REPUTATION "WHAT GOES AROUND MUST COME AROUND"

August 9, 1990 David C. Hostetter Executive Vice President Fulton Bank One Penn Square Lancaster, PA 17602 Dear Mr. Hostetter: I have become very disappointed in your ability to correct a problem that your bank has made regarding my personal banking account #0118-74848. In fact, your actions have not only caused me great concern for my investments that I have entrusted in your institution, but I am now being humiliated and intimidated by your lack of concern. This incident has now caused me to question whether you have simply stolen my assets. The amount of money in question is some $5,000. I,m sure not one of your larger accounts, however I'll fight like hell for $5,000. You must be aware of the implications of this incident with regards to the past performance of both commercial and, savings and loan institutions. The public has already grown insecure and has lost a great deal of confidence in the banking community at large. And maybe this is an example of how mismanagement and abuse can cause some of the same public insecurities as the actual failures themselves. The following will depict a chronological accounting of the above mentioned incident: On July 31, 1990 at 2:18pm (see MAC receipt) I was denied withdraw privileges from my checking and Fulton Fund accounts at the Greenfield center. After another unsuccessful attempt, I decided to inquire inside to a teller. I could not understand the problem, knowing that I should have at least $5,000 in the accounts. The teller began an inquire on my accounts in the computer system. After 15 minuets, she informed me that my checking account had a 0 balance. I informed her that I also had a Fulton Fund account with sweep, and maybe there was a problem with that fund. Again after 15 minuets she came back with the same answer. The manager began to become annoyed with my problem and my concern over the situation. I asked to see some accounting, and she said she could provide an account activity report. As she began scrolling transactions over the screen, I began peering over the counter trying to review the account. I had noticed a check for $6,250.00. I asked her if that was in fact a check for that amount. She said "yes, number 470, made out in June". I quite excitedly stated that I had never made out a

check for six thousand dollars in June. SHE LOOKED AT ME, QUITE IRRITATED, AND SAID, "WE'LL SIR, YOU MOST CERTAINLY DID". August 9, 1990, David C. Hostetter Now, I was emotionally shook, I had just lost $5,000 or $6,0000, and I had no idea how. I would certainly remember any check written for $6,000. The manager had no right to even question my ability to recollect such an incident. Instead of receiving support, and help in dealing with my problem, I received harassment. Does the word CUSTOMER SUPPORT mean anything to your organization?. The only advice that was given by your staff was "to go home and check your statement". Now I must question whether you provide any training or education to your employees. Well, I proceeded back to my business meeting. I was quite upset and disturbed the rest of the day, trying to determine how someone could have stolen one of my checks without my knowledge. This was my only logical explanation, of which the manager suggested that the only way to recover the funds was to prosecute. That was even more encouraging. That evening I rushed home and proceeded to review my statements for check #470. The statement showed a debit for $6,250. Corresponding to the computer inquiry of that day. However, the canceled check #470 was for "TWELVE HUNDRED AND FIFTY DOLLARS". I will admit that the $1,250.00 could look like a six (SEE COPY). But isn't that why we write the amount out in longhand?? At this point I was just elated to have recovered my lost $5,000, (for approximately 37 days). The next day I had made copies of the check at my office, and proceeded to the Greenfield branch at noon, on August 1st. I took the original check and copies of my statement. Before I reached the counter, the teller asked "if I had found my problem?" I said "no, I found your problem". I went on to display the check, and also give my dissatisfaction with the attitude by the Manager that I had forgotten about a $6,000 check, and that the customer service was really customer intimidation. Never once did anyone mention or suggest that there could be an error in the accounts, and that maybe because I had never remembered writing a check out for $6,000, that maybe I never did. The teller was polite and understanding, she proceeded with my check to the Manager's office, and returned notifying me that she would need to take possession of the actual check for verification.

August 9, 1990, David C. Hostetter She informed me that the account would be brought current that day, August 1, 1990. I asked her how I could withdraw cash, being I still had no means of getting cash. She asked me to write a check out made payable for cash (see check #486). She handed me $50.00 in cash. Excluding the lost interest and any cancelled check fees, - I thought I was made almost whole. TODAY IS AUGUST 9,1990 I HAVE A CURRENT BALANCE OF $ 129.61- I STILL RECEIVE CANCELLED CHECK NOTICES I CONTINUE TO HAVE CREDITORS NOT BEING PAID I CONTINUE TO HAVE MY CREDIT ADVERSELY AFFECTED BY YOUR ACTIONS AND NEGLECT YOUR INSTITUTION REFUSES TO RETURN MY ASSETS I CONTINUE TO EXPERIENCE STRESS AND INTIMIDATION FROM YOUR LACK OF CONCERN FOR ME - YOUR CUSTOMER NOW, YOU HAVE A PROBLEM. Regards, Stan J. Caterbone "Just" a Customer ENCLOSURES cc:

Date: April 17, 1989 To: Scott Robertson, American Helix Technology Corporation From: Tom Vreeland, Network Technology Corporation Subject: LASERTEX License Program - Outline I have attached an outline of my current thinking on the Franchise program. I think I've covered just about everything we have discussed. I will send you the draft of our proposed Business Agreement in the morning. NETWORK TECHNOLOGY CORPORATION LASERTEX FRANCHISE PROGRAM OVERVIEW This outline is provided to describe the business goals, structure, organization, and scope of the LASERTEX franchise program. It should provide the basis for the agreements between American Helix Technology Corporation and Network Technology Corporation, serve as the guidelines for the Franchise Agreements, Offering Statements, and filings, and provide the basic information for use in the "Business Opportunities in Optical Publishing" courses. It contains the following elements: Business Objectives LASERTEX Franchise Concepts Franchise License Structure Franchise License Fees Franchise License Royalties Franchise Examples Franchisee Qualifications Franchise Training Programs LASERTEX Distribution System

LASERTEX Hardware Sales Other Collateral Activities Franchisor owned sites LASERTEX BUSINESS OBJECTIVES Network Technology Corporation has a number of important business objectives in marketing the LASERTEX business license concept: 1) Fundamentally changing the CDROM industry to facilitate its rapid growth 2) Providing a framework of standards which will foster the growth described above. 3) Receiving revenues from the Licensing of LASERTEX and Electronic Publishing Arts Workstation products. 4) Receiving royalties on every disc produced using LASERTEX and Electronic Publishing Arts Workstation products. 5) Receiving a percentage of hardwware sales to LASERTEX Licensees. 6) Receiving a percentage of the Marketing and Distribution revenues on products produced by licensees. LASERTEX LICENSE DETAILS The license under which the LASERTEX Universal Information Retrieval system and Electronic Publishing Arts Workstation tools will be provided will include many details designed to create a certain amount of uniformity in LASERTEX products. These details will include things like: 1) Requirement for use of LASERTEX logo on discs, packaging, documentation and promotional literature. 2) Licensees agree not to mark-up or discount LASERTEX standard royalty fees 3) Licensees agree not to develop competitive retrieval or tool software.

4) Licensees agree to basic terms, turnaround times, and data transfer formats for use in LASERTEX projects. 5) Licensees agree to use standard ISBN on all their discs. 6) Licensees agree to pay LASERTEX replicator/distributor the LASERTEX royalties at time of disc delivery. 7) Licensees agree to replicate at least a minimum quantity of discs if they wish to use LASERTEX distribution channels. 8) Licensees agree to participate in required training and to meet minimum standards of quality assurance LASERTEX FRANCHISE PROGRAM CONCEPT: The concept of franchising electronic publishing capabilities is new to the world of advanced information technology and computing services. Franchises in the world of computer retailing are well established. The LASERTEX Franchise Program is contemplated as a comprehensive, integrated support system which provides potential franchisees with tools, capabilities, training, and an infrastructure to enable them to make money in the optical publishing business. The Franchise program is designed to include four major elements: Developers and Publishers - LASERTEX Franchises Service and Info Preprarers - LASERTEX Service Centers Distribution and Retail Sales - LASERTEX Retail Licenses Franchise Sales and Marketing - LASERTEX Sales Reps In addition there are a number of collateral revenue generation opportunities associated with the Franchise. These include sales of hardware, supplies, discvertising, etc.

The LASERTEX Electronic Publishing Tools will be marketed under a hierarchical franchise arrangement. Franchisees will pay a one time franchise/license fee and an annual maintenance fee of 10-15 percent of the maintenance fee. In return they will receive tools, training, documentation, standards, checklists, standards, replication, packaging, and coop advertising incentives. They will subscribe to a set of royalty and premastering price guidelines and will agree to master all LASERTEX discs at a licensed LASERTEX facility. Licensed replication facilities will provide consistent pricing and services to LASERTEX franchisees. Hardware configurations to support the tools will be available from the distributor. Master franchisees will have to have a specific minimum hardware configuration. All licenses from Master/Replicator down are site licenses for one location only. FRANCHISE LICENSE STRUCTURE: American Helix Distributor License Can develop LASERTEX products Hires Distributor Sales Representatives Sells Master and Replicator Licenses worldwide Sells Service Center Licenses worldwide Sells Dealer/Retail Licenses worldwide Sells Publisher Licenses worldwide Sells Developer Licenses worldwide Distributor Sales Representative Master-Replicator License Can develop LASERTEX products Hires Master Sales Representatives Sells Service Center Licenses Sells Dealer/Retail Licenses Sells Publisher Licenses Sells Developer Licenses Master Sales Representative

Publisher License Can develop LASERTEX products Sells Service Center Licenses Sells Dealer/Retail Licenses Sells Developer License Standalone Publisher License Can develop LASERTEX products Standalone Developer License Can develop LASERTEX products Service Center License Provides specialized data prep, scanning, digitizing services to LASERTEX licensees LASERTEX Dealer/Retail License Sells LASERTEX products and products distributed through the LASERTEX network LASERTEX Franchise Program LICENSE FEES: American Helix Distributor License $ 275,000 Distributor's Representative ? Master-Replicator License $ 100,000 Replicator's Representative ? Master License $ 50,000 Master Representative ? Publisher License $ 35,000

Service Center License $ 10,000- 25,000 Standalone Developers License $ 10,000- 35,000 LASERTEX Retail License $ 5,000- 15,000 LASERTEX Franchise Program FRANCHISE LICENSE SALES COMMISSIONS: American Helix Distributor License 50% Distributor's Representative ~ 20% Master-Replicator License 30% Master-Replicator's Representative ~ 15% Publisher License 20% Publisher's Representative ~ 10% LASERTEX Franchise Program FRANCHISE LICENSE ROYALTIES: LASERTEX ROYALTIES: Disc royalties are paid to the LASERTEX Replicator for every disc mastered. This royalty covers the use of LASERTEX delivery software and/or data prep using EPAW tools.

The replicator pays the distributor and Network Technology their share of disc royalties. Royalties are allocated as follows: Network Technology $ 4.00 Distributor 2.00 Master 1.50 Publisher .50 --------------------------------------- Paid by developer/customer $ 8.00 American Helix Distributor License Disc royalty $4 to NTC for each LASERTEX disc produced Master-Replicator License Disc royalty $6 to Distributor Publisher License Disc royalty $7.50 to Master Replicator Standalone Publisher License Disc royalty $7.50 to Master Replicator Standalone Developer License Disc royalty $8.00 Service Center License Royalty 4% of gross data prep revenues LASERTEX Dealer/Retail License Percentage of sales revenue ----------------- QUANTITY DISCOUNTS ON ROYALTIES During any annual period for serial disc publications, or for any one time project the following

royalty discounts shall apply: 50,000-100,000 $6.00 prorated 100,000-500,000 $5.00 prorated more than 500,000- $4.00 prorated LASERTEX Franchise Program OTHER PUBLISHING FEES: The following fees may be part of the project costs for a LASERTEX project. These fees are in addition to the LASERTEX royalty. FEES TO SECURE DATA RIGHTS: These fees are the responsibility of the publisher or developer. LASERTEX licensees will understand that they will imdemnify the replicator/distributor/franchisor against all claims of intellectual property rights in connection with their products. DATA PREPARATION AND CONVERSION CHARGES: Developers and Publishers will be responsible for all data handling, preparation and conversion charges. LASERTEX Service Centers and Master Sites may be able to provide these services. ELECTRONIC PUBLISHING FEES: Since the use of the LASERTEX Universal Delivery Software is provided as part of the Licenses the additional costs for publishing include: Indexing Services Video and Data Compression Services Encryption Services Pre-Mastering and Mastering Providing Proof discs The replicator will quote prices and schedules for these services for LASERTEX licensees.

LASERTEX Franchise Program FRANCHISE EXAMPLES LASERTEX ROYALTIES: Disc royalties are paid to the LASERTEX Replicator for every disc mastered. This royalty covers the use of LASERTEX delivery software and/or data prep using EPAW tools. The replicator pays the distributor and Network Technology their share of disc royalties. Royalties are allocated as follows: Network Technology $ 3.00 American Helix 3.00 Master 1.50 Publisher .50 --------------------------------------- Paid by developer/customer $ 8.00 EXAMPLE: Distributor A sells the following: 4 Master Licenses @ $ 100,000 each $ 200,000 Each Master License sells 5 Publisher Lic. 100,000 Each Publisher sells 2 Developer Licenses 80,000 ----------------------------------------------------------- Sales commission to Distributor A 380,000 There are now 64 locations developing LASERTEX products. Let's say each site produces 4 products with 200 discs each per year. 256 products @ 200 discs ea = 51,200 discs Distributor makes $ 102,400 in royalties plus $380,000 in commissions. This doesn't count mastering, indexing, hardware and other revenues. Furthermore the prime distributor will offer a marketing and retail distribution channel for the products the franchisees develop through the licensed network of LASERTEX dealers and through direct contracts with major computer chains. The prime distributor will also provide group buying power for drives and other hardware to reduce costs for holders of LASERTEX licenses. Network Technology will receive a share of the collateral revenues derived from the product distribution and hardware sales operations.

QUALIFICATION FOR LASERTEX LICENSES An important element in the success of the LASERTEX Licensing Program will be the qualifications which those granted licenses will initially have to meet, and the ongoing standards of performance they will have to sustain. A part of the sales and marketing approach will have to describe these qualifications and standards and the needs for them. We should set up a set of procedures that will allow us to determine when a licensee falls below a minimum set of performance standards so that we can provide training and other remedial support. If performance levels do not improve a license can be terminated or not renewed. Typical qualifications might include: MASTER-REPLICATOR LICENSEES Hardware System Requirements Facility Requirements Staff Requirements Administrative Requirements PUBLISHER LICENSEES Hardware System Requirements Staff Requirements (Training) DEVELOPER LICENSEES Hardware System Requirements Staff Requirements (Training) DEALER/RETAIL LICENSEES Hardware System Requirements (Kiosk) Maintenance of Inventory Staff Requirements (Training) DISTRIBUTOR and MASTER SALES REPS Staff Requirements - Qualifications/Training Demonstration Hardware Requirements

LASERTEX SERVICE CENTER LICENSE Hardware System Requirements Staff Requirements (Training) Quality Assurance Review LASERTEX FRANCHISE PROGRAM LASERTEX DISTRIBUTION SYSTEM Here are some random thoughts on setting up distribution channels.: TOP DOWN CHANNELS - Meet with reps of major computer store chains There are only a handful of them. Set up CD ROM retailing concept THE OFFICE WORKS CHAIN - Set it up as a model of the procedures, training, support, etc. Then apply the model to larger chains. BOTTOM UP CHANNELS - By letting Publishers and Developers set up dealer licenses we can reach the grass roots independent specialty retailers. ----------------------------------------------------------------- It is also desirable to use the marketing channels set up in this way to market other peoples existing products. As the LASERTEX publishers get going their products should be more competitive and they should get more of the retail market share. We can't wait till there is a critical mass of LASERTEX discs to go with the whole distribution and retailing concept. We also need to develop a LASERTEX presence in the market quickly even if we have to do it by publishing products ourselves. BASIC LASERTEX PRODUCT: We need to define a simple set of consistent criteria for a basic LASERTEX product aimed at the retail market. It should be: Distributed in a shrink wrapped Jewel case or other simple packaging concept

Contain well designed cover and spine printing Contain full documentation on the Disc - it can be printed if needed If supplemental printed information is required it can be provided on a small insert in the package. Specs,copy, and layout will be done by Publisher and printed by Replicator ------------- Another major distribution possibility is to work with the existing mega-software distributors. They now distribute exclusively software products. Work a deal with them to publish their catalogs on CD-ROM (with pictures, fact sheets, samples, demos, and all) and sell them kiosks for their dealer locations and give them a deal to distribute our CD-ROMs. DISC DISTRIBUTION SERVICES TO PUBLISHERS AND DEVELOPERS The distributor (American Helix) will provide the following services to developers and publishers: o Publish a print and CDROM catalog of available CDROM titles o Handle direct sales and order fulfillment (800 number) o Distribute catalog - direct mail, etc o Set up retail marketing channels o Stock product inventory o Provide accounting, reports, and payments o Assist publisher with pricing decisions o Co-op advertising program In return, the developer or publisher will:

o Pay distributor 50% of the retail price o agree not to sell discs for less than some minimum price or not to sell at all o agree to LASERTEX packaging and documentation spec * o agree to master a specific minimum quantity * Quantity to be determined based on marketing channels available. Initially 1000. This permits dealers to stock copies of discs for immediate sales. Other discs could be stocked at a central site for quick shipment to dealers. Dealers would pay distributor 10% of retail price to stock a disc and would have a requirement to stock and sell a minimum number of discs. NOTE: Wistful thinking. After a year or two, and success of the concept, with expected growth of the industry, we may be ready for franchising a chain of LASERTEX stores with desktop publishing, desktop video, CD-ROM multimedia titles, CD-ROM information titles, CD-ROM Entertainment titles - CD-I or DVI consumer equipment (whichever makes it) - Reference Disc and Entertainment Disc Rentals [and marketing of Disc Rentals through Video Rental Chains]. We can also provide at that time CD information distribution services through Cable TV, etc. DISTRIBUTOR DISCOUNT STRUCTURE AMERICAN HELIX DEVELOPER DISTRIBUTOR DEALERS RETAIL CUSTOMER ================================================================= | | | Retail Sale 50% | 20%* | 0 - 30% | 70%-100% of List | | | ----------------------------------------------------------------

| | | Sale through 50% | 10%* | ? | third party | | | distributor ---------------------------------------------------------------- | | | Mail order 50% | 40%* | 0% | catalog & | | | direct sales ---------------------------------------------------------------- * 5% to Network Technology LASERTEX FRANCHISE PROGRAM HARDWARE SALES STRATEGIES American Helix should set up hardware marketing channels. Licensees will not be required to buy general computer hardware through us but there will be some specialized hardware they will have to buy from us. By doing so they will get a discount and be assured that the hardware will work with the LASERTEX and EPAW software. This will provide opportunities for working closely with the Office Works. It will also make it imperative that we talk with drive manufacturers. ********* We should prepare a hardware catalog containing: CD-ROM delivery systems CD-ROM server systems CD-ROM portable systems CD-ROM drives CD-I machines DVI machines (whenever)

Workstation Components and Systems Scanners Image Capture Audio Hardware Video Hardware Meridian, TOPIX, and Ref Tech hardware Yamaha Hardware Worm Hardware WORM Media Magnetic Media (Tapes, cartridges, disks) Caddys Documentation and Tutorials etc. The catalog should be on CD-ROM as well as in print. It should contain easy ordering procedures. Network Technology will receive 5% of hardware sales. LASERTEX FRANCHISE PROGRAM OTHER COLLATERAL REVENUE GENERATING ACTIVITIES It is contemplated that other revenue generating activities may be created to utilize the LASERTEX distribution network or LASERTEX licensee base. These activities may include discvertising, free disc distribution activities, disc catalog distribution and sales, etc. A structure should be provided which will allow both American Helix and Network Technology to benefit from these activities. LASERTEX FRANCHISE PROGRAM FRANCHISOR OWNED SITES There should be no restriction on Franchisor (Network Technology) owned, or Distributor (American Helix) owned LASERTEX sites. The distributor owned sites would be available to American Helix at 50% of the license fee and would pay $4.00 royalties. Franchisor owned sites would not pay license fees to the Distributor and would pay $6.00 royalties to the replicator against which a credit of $4.00 would be applied, resulting in a net payment of $2.00 per disc from Network Technology to American Helix.

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 (Continued) Government Bids, June 18, 1990 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. (Continued) Government Bids, June 18, 1990 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.

FACSIMILE TRANSMISSION FROM: STAN CATERBONE of AMERICAN HELIX FAX NUMBER: (717) 392-7897 TELE: (717) 392-7840 TO: GISELE V. COMPANY: DMI, INC. FAX NUMBER: (714)630-1025 DATE: 08/20/90 PAGEES: 01 Dear Gisele: PLEASE SHIP THE TAPES FOR AMP, INC. FEDERAL EXPRESS PRIORITY DELIVERY. THEY WILL BE HERE IN THE MOURNING FOR A MEETING. THANKS FOR YOUR HELP!!!!! Regards, Stan J. Caterbone Director, Advanced Media Group, Ltd.,

EVALUATION PROGRAM PROGRAM INTRODUCTION: The LASERTEX EVALUATION PROGRAM is intended to offer developers and publishers the opportunity to take advantage of using the LASERTEX ELECTRONIC PUBLISHING SYSTEM and its supportive infrastructure at a fraction of its cost. The program will allow the use of the complete system for one commercial application. Included in addition to the LASERTEX Software is the following: 1. LASERTEX operations training workshop (5-10 days) for 2 persons. 2. Product planning, design, and project management Support. 3. Customer service and technical support 4. Marketing support for commercial products through the LASERTEX distribution network. 5. Optional information preparation and conversion. 6. Support for the procurement of delivery system hardware and CD-ROM drives. 7. Recieve support in the selection and training of publishing personel. 8. Receive artwork and packaging design support for the commercial products. 9. Opportunity to showcase products at the 1990 Microsoft conference and the LASERTEX Exhibition Center in Springfield, Virginia. Selection of the Evaluation Program candidates will be limited to a select few. Candidates will be chosen on the merits of the application which will be developed utilizing the LASERTEX system.sssssssssssss

was developed to accomplish the insurmountable task of delivering a product that is characteristic of the needs of the market that it will serve. Unlike other products that are introduced to the marketplace, LASERTEX will offer potential qualified prospects the opportunity to utilize the complete LASERTEX system in exchange for their feedback and evaluation. This feedback and evaluation will play a major role in the final development, before LASERTEX is introduced to the optical publishing marketplace. This evaluation program will provide extraordinary benefits for both American Helix and for the participants. By conducting market research that is both effective and useful to the consumers, American Helix is able to save itself and most importantly its prospects precious time in the development and delivery of its long awaited LASERTEX ELECTRONIC PUBLISHING SOFTWARE. Qualifications will be limited to a select few that will serve to represent a meaningful sampling of the marketplace, including, private business, industry, government, education, media, and special projects (exhibit technologies). This will give American Helix the needed communications and feedback to as many working environments as possible. A representative number of individuals will also be asked to serve on the LASERTEX Development Council. This Council will have direct input into the final stage of development with regards to product functionality and capabilities.

LASERTEX EVALUATION PROGRAM QUALIFICATIONS PAST EXPERIENCE: Organizations must have completed at least ???? CD-ROM applications prior to being admitted into the LASERTEX Evaluation Program. Other media type applications will be considered in lieu of CD-ROM. Organizations must prove a longterm commitment to optical publishing and CD-ROM. Selections will be based on the applicants ability to demonstrate prior success from previous applications with regards to quality, functionality and capabilities. PROJECT DIRECTOR: Organizations must have available at least one and preferably two experienced personnel to attend the 5-10 day training workshop. Organizations must commit a project director that will oversee and administer the CD-ROM project that will be performed for the LASERTEX Evaluation Program. The project director will act as the liaison between American Helix and the selected organization. PENDING PROJECT: Qualified organizations must have a pending CD-ROM project that is ready to be processed and will be completed with finished discs by MICROSOFT '90 (late February or early March). All applications must be available to be part of the LASERTEX APPLICATIONS DEMONSTRATION DISC ----- to be displayed at MICROSOFT '90. MINIMUM FUNCTIONALITY STANDARDS: American Helix will determine minimum functionality standards that projects must display in order to qualify for the LASERTEX Evaluation Program. The functionality of the projects must be of such standards as to test the performance of some or all LASERTEX capabilities. Projects can qualify with simple data retrieval projects if they utilize creativity and excellence with regards to the user interfaces of the applications.

PROGRAM PROCEDURES Applicants will submit completed applications to American Helix Technology Corporation no later than November 1, 1989. American Helix review applications on or before November 25th. Applicants will be notified of approval status of applications. Upon acceptance, American Helix will schedule and confirm the PROJECT STETEGY MEETING. The purpose of this meeting is to explore the and coordinate the specific project that will be developed using the LASERTEX ELECTRONIC PUBLISHING SYSTEM. This meeting will define system configurations, specifications, design, and project development schedules. The following outline will be followed: SYSTEM HARDWARE SPECIFICATIONS: All system hardware specifications needed to perform the Adhering capabilities and hardware requirements needed by the end users for the retrieval software will be outlined. This will include any additional requirements for special user interfaces including audio, full motion video, graphics, etc. PROJECT DESIGN SPECIFICATIONS: The project design specifications will be outlined according to the specific application and functionality of the project being developed. This will include the user interfaces to be utilized along with specific functionality specifications. The project storyboard will also be outlined. DEMONSTRATION DISC: Requirements and specifications will be outlined to deliver a functional demonstration disc of the application under development. The appropriate time schedule and delivery process will be outlined. INFORMATION ASSET REQUIREMENTS: The information assets will be specified along with specifications for all data conversion requirements. This will include all information assets being utilized for the completions of the respective project. Procedures to obtain and capture any needed information assets must be outlined before project design procedures can be implemented. DATA CONVERSION REQUIREMENTS: All necessary data conversion requirements needed to obtain the specified information assets must be outlined along with estimated costs associated with performing the respective data conversion requirements. Data conversion functions are not included in the EVALUATION PROGRAM. However American Helix may elect to provide data conversion services in situations that would be beneficial to the applicant. PREMASTERING AND MASTERING REQUIREMENTS: The necessary requirements to perform premastering and mastering services must be outlined along with respective

scheduling dates (Estimated Time of Arrival). All necessary data conversion specifications must be adhered to in order to facilitate a smooth and successful transition to the premastering and mastering functions. These services will be performed by American Helix Technology Corporation. However the costs associated will be inclusive of the royalty per disc charge. REPLICATION, PACKAGING, FULFILLMENT: The necessary requirements of replication and packaging services must be outlined. This includes the schedule to have any and all necessary artwork and design schedules outlined. This will include the label art for the CD-ROM discs and any booklets and inlays that will be included. All packaging and fulfillment requirements must also be considered and scheduled. ACCOUNTABILITY, RESPONSIBILITY & SCHEDULING: Because of the complexity and perfection required to produce a successful application in CD-ROM, it is of vital importance that strict scheduling and the respective responsibilities of all parties concerned be of the utmost importance. The purpose of the Evaluation program is to develope succesfull applications that will gain industry recognition and contribute to the efforts of producing standards that will allow publishers to produce the quality of product needed to facility the growth of the CD-ROM industry--but at a reasonable cost! LASERTEX FRANCHISE TRAINING SCHEDULE: It will be mandatory that all developers attend the LASERTEX TRAINING WORKSHOP. It is recommended that at least two persons responsible for the development of the LASERTEX APPLICATION attend the training workshop. The schedule and requirements of attending persons will be outlined. The above agenda for the PROJECT STRATEGY MEETING will lay the foundation the development of the respective project. American Helix will respond with complete documentation regarding the requirements, specifications, and schedules that were defined from PROJECT STRATEGY MEETING. This documentation, The (Your Company) LASERTEX APPLICATION SPECIFICATIONS AND OUTLINE, will serve as the Project Manual. This manual will be delivered within 15 business days after the PROJECT STRATEGY MEETING. The Applicant will have 10 days to respond in writing to any discrepancies or misinformation contained in the manual. Americanl Helix and the Applicant must reach agreement on any outstanding issues within 5 business days. Upon final approval, the manual will only be adapted by general consensus. MICROSOFT DEMONSTRATION DISC Selected Applications that display outstanding quality, functionality, creativity and effectiveness will be selected to appear on the MICROSOFT DISPLAY DISC. This disc will be

showcase selected demonstrations characteristic of the Application that was developed. Sensitive and Confidential information will deleted. The Microsoft Disc will will be used to display both functionality and capabilities of LASERTEX, as well as a sampling of applications that have been developed. During the MICROSOFT '90 SHOW, Free Display Discs will be distributed. The MICROSOFT DISPLAY DISC is designed to give both American Helix and the respective Developers/Publishers exposure to both the CD-ROM and Optical Publishing Industry, as well as the Developer's respective trade/industry. All Evaluation Program Developers that are selected will be supplied with a quantity of MICROSOFT DISPLAY DISCS for distribution. LASERTEX DEVELOPMENT COUNCIL The LASERTEX DEVELOPMENT COUNCEL will serve to provide American Helix with direct and focused communications during the final development and future adapting of the LASERTEX ELECTRONIC PUBLISHING SYSTEM. Selected Evaluation Program participants will be asked to serve on the Development Council. The Development Council will advise on existing funtionality and capabilities of the LASERTEX System. Such issues as the effectiveness of certain user interfaces, data conversion utitities, and file formats are a few of the issues to be discussed. Regular meetings and or communications will be implemented during the Evalualtion Program. Recommendations will have direct impact on the final version of LASTERTEX that will be delivered to the marketplace at MICROSOFT.

LASERTEX EVALUATION PROGRAM FINANCIAL CONSIDERATIONS

EXXON OPTICAL PUBLISHING STRATEGIC PLAN EXXON OBJECTIVES: To research, develop, and implement optical publishing technology for the purpose of disemenating and distributing multimedia information to the internal organization of EXXON. This technology will optimize the efficiency of utilizing current information by the following: 1. Archival: This thechnology will preserve the current data and information for as

long as 100 years without any means of modification. 2. Multimedia: Optical publishing or CD-ROM in particular will enable data; text;

graphics; images; audio; and full motion video to be compiled and delivered on one medium.

3. Storage: One CD-ROM has the ability to store up to 650 megabytes of any or all of

the above information types on one CD-ROM disc. 4. Interactive Capabilities: CD-ROM has the ability to use various divice and system

interfaces to provide users with the ability to port infomation to printers; modems; and files, and to allow the users to interact with the respective data and information; such as incorporating notes of the respective CD-ROM files.

5. Updating Systems: Seamless magnetic updates are available to update the CD-ROM

with magnetic medium without the need of manufacturing the CD-ROM until mass updates are required.

6. Distribution: CD-ROM technology allows massive amounts of data and information

in varying formats to be distributed on an optical disc replacing volumes of paper and other magnetic mediums that will drastically reduce the costs of distribution and provide a more efficient and effective methods of using the respective information.

7. Search and Retrieval: CD-ROM technology allows users to utilize various search and

retrieval methods to allow immediate acces to specific information that is requested. Hyperlinks to accompanying information or related charts, graphs, images, or audio tracks is available to give users instantaneous access to all or any information related giving users the ability to concentrate on specific issues without cuasing time and efforts in locating pieces of information on other sources or mediums.

8. Foriegn Language Capabilities: CD-ROM technology will allow the use of foreign

language systems to incorporatae several translations of data on one optical disc, making the information accessible to worldwide engineers and personell without reproducing optical discs for several markets.

9. Environmental Issues: CD-ROM will have an inherent positive impact on current environmental issues, specifically waste and recycling. CD-ROM will drastically reduce the amount of paper that is currently being used and distributed throughout EXXON. This have considerable merits to general public and hopefully be used to better an organizations public image.

The EXXON Research and Development Corporation is in the ultimate situation to take full advantage of CD-ROM technology and its multimedia capabilities. Because of the nature of information; which includes primary emphaisis on images with regards to vast numbers of sattelite photographs and accompanying graphs and charts, CD-ROM offers the capabilties of streamlining the distribution of this information, and will ultimately provide the medium by

which the time and cost of distributing this infomation will be dramatically reduced over time. Above and beyond this objective is to enable EXXON to use this medium to increase the efficiency and effectiveness of the exploration and development information and data, used by all personel at one time or another, and will ultimately contribute to the bottom line of EXXON USA. STRATEGIC PLAN - In developing the strategic plan (Two to Three Year) to implement optical publishing at EXXON Exploration and Development the following objectives will outline and define the direction of our efforts: 1. Introduction and Demostration: A series of Beta Test Projects will be developed for the purpose of introducting and demonstrating the technology of optical publishing. The Beta projects will contain real data, provided by Exxon. American Helix will perform the development and production of the CD-ROM. The primary objective of the Beta Projects will be to enlighten the powers to be of the many benefits and capabilities of CD-ROM for example; efficiency in managing, distributing and utilizing current data and information; economic advantages of distributing such information; and optimizing any or all decision making processes concerning such information; increased accessability to all world markets of such information, especially foreign markets. 2. Implementation and Test Market Analysis: After approval of the Beta Project or Projects, Implementation of the project to the internal and field personel of Exxon in an effort test the effectiveness and the compatibility of using CD-ROM technology to replace or compliment conventional methods of information retrieval. After the test marketing proves successful and any or necessary changes are implemented after evaluation of the feedback from the field, CD-ROM will be introduced to the selected internal and field personel. 3. In-House Optical Publishing: After several projects have been succesfully completed, Exxon will begin to migrate more of the production processes in-house and will perform them with internal staff. The degree to which Exxon performs in-house optical publishing will depend upon staffing capabilities and economics. 4. Training & Education: American Helix will provide any or all necessary training and education to Exxon staffing in order to implement and support optical publishing. This may include on site workshops and training seminars. 5. Support and Research & Develelopment: The optical publishing projects will continue to be supported through information updates, and through the implementation of new capabilities and features that would support any existing CD-ROM technologies currently in use at EXXON. Research and development of new and improving technologies with specific regards for improved capabilities of image display technology, foriegn language capabilities, data compression techniques, and others. LOGISTICS PLAN - The following will outline a plan of action to pursue the preceding strategic plan. This logistics plan will include prelimanary time and cost estimates: 1. Exploration Beta Test - Time estimate 4 to 6 weeks. Cost estimate of $8,000 to

$12,000. A protype beta test project containing real data submitted by Exxon will be developed as follows:

A. Exxon will submit data from an existing Exploration & Survey to American

Helix. This infomation is expected to be delivered in 2 to 3 weeks.

B. American Helix will evaluate the data and determine if data conversion or data preparation procedures need to be performed. American Helix and Exxon will design and develop the CD-ROM user interfaces and the functions and capabilities for the proposed Beta Test Project. American Helix will confirm the prior cost estimates ($8,000 to $12,000) to produce the CD-ROM. Time estimate is 1 to 2 weeks depending upon the need to prepare data.

C. American Helix will perform the production of the CD- ROM including

replication, printing, and packaging. Time estimate is 2 to 4 weeks depending upon preference of the turnaround price schedules.

2. Annual Conference Beta Test (Optional) - To take advantage of above CD-ROM

production and in preparation to implement a multimedia CD-ROM for the 1991 Anual Conference, a Beta Test could be developed and includud on the same CD-ROM as above, with information gathered after the conference in April. The CD-ROM could then be presented and demonstrated with the same infomation that was presented in the conference, thus giving decision makers a legitimate frame of reference, and would enable the Beta Test to be presented while decision makers could make clear reference of how the CD-ROM could have helped divulge and process the information presented in the recent conference.

A. During the Annual conference, Exxon would tape record the entire audio

information of the meeting. B. Exxon would provide any existing photographs of persons presenting reports during

meeting. C. Exxon would provide actual reports, in electronic files from the presenters of the meeting. D. American Helix would produce CD-ROM as above. Given our current discussions, further planning would be fruitless and distracting. The preceding logistics plan will be constantly updated and modified to represent current decisions and situations regarding EXXON's optical publishing efforts. PERIPHEAL BUSINESS ACTIVITIES IMPLEMENTATION & LOGISTICS PLAN

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, 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

AMERICAN HELIX/ADVANCED MEDIA GROUP, LTD., AND SHEFFIELD STRATEGIC ALLIANCE I)MISSION STATEMENT >To collectively develop and produce , from end to end, multimedia interactive optical

applications. >To consider the following technologies in the production of said applications: Digital Video

Interactive (DVI); Compact Disc Interactive (CDI); Compact Disc Read Only Memory (CD-ROM), Laser Disc; Video Disc; and other related optical publishing technologies.

>To develop and produce multimedia applications for the following markets: commercial;

education; training; entertainment; and exhibit. >To commit to providing a superior product, with special regards for quality, content, and

price. >To build and grow a successful and profitable business through the collective efforts, energies,

and resources of both American helix/Advanced Media Group, LTD., and Sheffield.

STRATEGIC PLAN >Combine the video post production technologies of Sheffield with the optical publishing

technologies of the American Helix/Advanced Media Group, LTD.. >Evaluate and define the capabilities of the respective organizations by exchanging visits to

each other's facilities. >Define the capabilities of the strategic alliance and define the requirements and specifications

for a beta project. >Secure an agreement to produce the previously mentioned beta project. RESPONSIBILITIES > American Helix/Advanced Media Group, LTD., - Project Manager: Provide over all project management duties and responsibilities. - Optical Publishing Technologies: Provide expertise, resources, and energies of all related

optical publishing and information technologies, including: data

preparation and conversion; software systems; hardware systems; manufacturing; and database management.

- Audio Technologies: Provide audio expertise, resources and energies to engineering,

recording, and manufacturing. - Marketing: Provide marketing duties and responsibilities required to build the respective

business. >Sheffield - Video Technologies: Provide expertise, resources, and energies for all related video

technologies. - Post Production: Provide all post production services including: editing, recording, and

engineering. - Production: Provide services and or supervision of any video production required for the

development of the multimedia application.

CONFIDENTIAL DISCLOSURE AGREEMENT

This agreement dated this ___________ day of ______________, _________ is between

Stan Caterbone, Wayne Landis, and Steve Swan,

as individuals for the specific purposes of disclosure, confidentiality and intent to pursue the

opportunity of the development of a CD-ROM containing a collection of "BRIDGE" games.

The above named individuals do hereby agree to the following terms of agreement as

pertaining to the confidentiality of this venture:

1. At no time shall any of the above named individuals be referenced on any formal

documentation of any kind without the prior consent of that individual, or individuals.

2. At no such time shall any of the above named individuals disclose or reference any

of the above named individuals without the consent of that individual or individuals.

3. The purpose of this agreement is to formalize the intent of the above named

individuals to pursue the business opportunities of placing "BRIDGE" on CD-ROM and until this

agreement is amended or void, this is the only business venture contained herein. The

following terms of conditions are to be adhered to while pursuing this venture:

1. The above named individuals do not have any rights to enter into any binding

contracts or agreements as pertaining to this venture until a formal, and legal business

contract and or agreement has been executed.

2. The above named individuals do hereby agree to participate in this venture with the

intent to formalize any such contracts or agreements that are necessary to formally

engage in the same said venture.

3. The above named individuals do hereby agree to collectively pursue the above

mentioned business opportunities and do not have the right to distribute and or disclose

any and all information that has been obtained during the term of this agreement

without prior consent of all individuals named herein.

4. The above individuals do hereby forfeit the opportunity to pursue the above

mentioned venture as an individual or as any individual associated with any other

association, partnership, organization, or any business entity, without prior written

consent of all of the above named individuals.

5. The above named individuals to hereby agree to respect the terms of confidentiality,

disclosure and secrecy with respect to the existing associations and relationships of the

above named individuals.

6. The above mentioned individuals do hereby agree to perform best efforts

negotiations with regards to any formal business agreement or contract that may be

executed in order to engage in the above mentioned business. All individuals do hereby

agree to pursue the above mentioned business opportunity in an honest, equitable and

professional manner.

7. This agreement is intended to only commit the best efforts of the above name

individuals, and does not refer to any financial or like considerations.

This agreement is in effect for 180 days from the execution date above, if no formal

business contract or agreement has been executed at such time, a renewal agreement must be

executed and this contract must then be amended.

THIS PROPOSAL PREPARED FOR BELLSOUTH ADVERTISING AND PUBLISHING Mr. Hillrie M. Quin Operations Manager - Strategic Systems Planning BellSouth Enterprises, Inc. May 1, 1989 by GENESYS DATA TECHNOLOGIES, INC. Lynn O. Lee - Johnny Sparks Post Office Box 1057 Pelham, Alabama 35124 (205)987-9093

(DATE) Mr. Hillrie M. Quin, Jr. Operations Manager Strategic Systems Planning BELLSOUTH ENTERPRISES, INC 7E04 Campanile 1155 Peachtree Street, N.E. Atlanta, Georgia 30367-6000 Dear Hillrie: It was a pleasure to have you and your associates visit our Hunt Valley, Maryland Headquarters last week for a GeneSys Network demonstration and Company overview. As we promised during your visit, we are submitting this revised proposal for BellSouth Advertising and Publishing for an Optical Filing and Retrieval Network, for Yellow Pages Sales, and production documents. Also enclosed is a written response to each of the items on your Imaging Checklist dated April 17, 1989. We would like to take this opportunity to summarize just a few of GeneSys Data Technologies, Inc.'s company and product strengths, as well as our unequalled ability to support you in your immediate and long term imaging requirements. o GeneSys Data Technologies. Inc. is a multi-million dollar imaging company with many successful customer installation of stand-alone systems and/or networks in the Continental Untied States and Europe. o GeneSys provides our customers with local hardware maintenance support through an experienced and nationally recognized office systems and maintenance organization. o GeneSys offers what we believe to be unique functionality in our product. We will be integrating the ability to store ASCII data in a screen format exactly like you currently see in your forms - in the same file folder and on the same optical disk as images of other documents you currently retain in those folders (September 1989). You will be able to retrieve a folder on our system and view these documents as part of the same file. o One of our greatest strengths is our support. GeneSys supports initial installation and training, and also provides upgrades and on-going training of your personnel. We also provide comprehensive, in depth training for your System Administrator who will then be fully competent to provide on-site internal training and support. Additionally, GeneSys has two local

representatives who are qualified to and will assist in day to day support. We have earned the reputation with our customers of staying with them until they become comfortable and competent - and then being only a phone call away. o GeneSys software support and updates are free for the first year. After that time the maintenance fee includes upgrades and new releases of software at no additional charge. In todays software market this is a rare occurrence and one that will allow your imaging system to evolve and keep abreast of the most advanced technology long after installation. o Prior to delivery of a customer network, GeneSys has all software and equipment installed in a staging (burn-in) area of their Baltimore offices. In this area, the equipment is installed, software is loaded and the system remains operational for an appropriate period of time. Electronic boards have a much higher failure rate immediately after installation. This staging (burn-in) procedure assures our customers that their system will be fully operational in the shortest possible period of time during site installation. We eliminate problems before your system ever arrives at your offices. o Your system from GeneSys comes equipped with a modem so that via the telephone, immediate diagnosis of a problem may be achieved and assistance provided. o GeneSys is able to provide our customers with not only one but a variety of scanners, workstations, printers, networks, optical subsystems (jukeboxes) and sizes and types of optical disks - all via industry standard interfaces. Our customers can select their system's components from us based on your specific needs. As your needs grow you will have a wide variety of options to meet those changing needs. If you require components we do not currently support, we will interface them where possible. o GeneSys has optical subsystems (jukeboxes) and networked systems installed in customer locations. These sites are available for customer visits. o All items contained in this proposal, with the exception of those clearly marked "Future and Confidential", are functional and demonstrable today.

PROPRIETARY NOTICE NOTICE OF DISCLAIMER This proposal may contain confidential information of GeneSys Data Technologies, Inc. which is provided for the sole purpose of permitting BellSouth Enterprises, Inc. and BellSouth Advertising and Publishing to evaluate this proposal. This document should not be reproduced or otherwise disclosed to any person outside of the group directly responsible for evaluation of its contents without written approval of GeneSys Data Technologies, Inc., except that there is no obligation to maintain the confidentiality of information known to the recipient prior to receipt of such information or which becomes publicly known through no fault of recipient or is received without obligation of confidentiality from a third part owning no obligation of confidentiality. All prices and conditions in this proposal are valid for a period of ninety (90) days. Any changes which may affect this proposal shall be communicated in writing. This proposal has been prepared in accordance with accepted techniques for system design and GeneSys Data Technologies' understanding of your requirements based upon the information provided to us. All information provided reflects our best estimates based on your information. However, operating environment, including among other aspects, speeds, configuration, personnel and costs may vary from those indicated in the proposal due to variations in volume environment, personnel, software, programs and other factors and thus GeneSys Data Technologies, Inc. cannot warrant the accuracy of such estimates.

GENESYS DATA TECHNOLOGIES OPTICAL INFORMATION SYSTEMS The introduction of Optical Information Systems represents a quantum leap forward in the areas of data and document storage and handling. GeneSys Data Technologies has assumed an international position of leadership with its comprehensive product line of image and data management systems. Optical imaging technology allows easy access to documents typically stored in filing drawers. Before now these documents could not be stored in machine-readable format. Not only can corporate America re-claim some badly-needed and expensive office space, but productivity and customer service issues can now be effectively addressed. Customers are more satisfied when requested documents can be quickly and accurately retrieved. GeneSys had gone one step further in improving the efficiency of data storage. At one time the storage capacity and efficiency of a mainframe was mind-boggling, today the reality is that storing information in this environment is very expensive. Now formatted data can be kept a keystroke away for a mere fraction of the cost. GeneSys Optical Imaging System - The GeneSys Optical Imaging System heralds the beginning of a new age in information management. Designed to replace manual paper filing systems and microform, the Optical Imaging System provides a convenient workstation capable of storing thousands of documents on a single disk and millions of documents in an optical subsystem. There is no longer a need for bulky file cabinets or cumbersome microform systems to store the documents that are vital to business operations. The Stand-Alone System - The GeneSys stand-alone system is a personal computer based product designed to scan, index and store original paper documents in one easy step. At the heart of the system is the GeneSys database software which allows documents to be stored and retrieved randomly from an optical disk. Documents are captured in the system by the document scanner and then instantaneously displayed on a full page, high resolution monitor. Documents are then indexed according to selected fields and written to the optical disk. Documents are retrieved from the system through the database software. The software allows a document to be retrieved by one or several of the selected index fields. Once retrieved the document(s) can be displayed, printed, faxed or updated. The database software allows the user to append additional documents to a file as well as "notes" to specific images. The Image Network -

The GeneSys Image Network can provide multiple users with rapid access to a centralized shared document database. As with the stand-alone system, data/images are scanned in, displayed, and indexed at the workstation. The advantages of the networking environment are realized in the economies of scale, increased system performance, and greater connectivity for the end user. Depending on the user's needs, multiple workstations can be configured for scanning, retrieving, or both. Data security and decreased costs are two of the major advantages of this system. Users can select which stations will be able to scan and update the database, and create workstations for retrieval only purposes. This allows strict control over changes and access to documents and files, as well as minimizing hardware expenditures. By delegating communication tasks to high-end network cards, and processing tasks to various network servers, the GeneSys Image Network achieves superior performance levels to those of the stand- alone system. Utilizing the ExcelanTM card and proprietary software, the network achieves the best possible response time in the transfer of multiple documents from large databases in a local area environment. The GeneSys Image Network is based on the Ethernet or Token Ring standard network protocol, and can run in parallel with any other network or as a stand-alone network. This configuration provides operating systems compatibility with existing systems. The addition of gateways or remote modem communications provides a link to an existing mainframe, mini, or other distributed networks. Additionally, the system allows for input via tape from other computers. This will yield greater connectivity and data sharing between the GeneSys Image Network and the user's current processing stems. The GeneSys Image Network, like the stand-alone Optical Imaging Systems, provides a powerful cost-effective solution to records management problems and opportunities.

STANDARD PRODUCT DESCRIPTION The GeneSys Imaging Network is a local area network (LAN) based system utilizing microcomputers as workstations, designed to emphasize flexibility, throughput and connectivity. Through a unique architecture which minimizes the systems dependence on particular hardware or applications, the GeneSys Imaging Network allows a complete document storage system to not only coexist but be integrated together into one hardware and software platform. This flexible architecture also ensures a migration path for the future, as new equipment becomes available and as new applications become apparent. Image networks typically have throughput problems compared to traditional LANs because of the size of the storage space required for an image (typically from 10,000 to 250,000 bytes. GeneSys engineers have overcome these problems through hardware integration and aggressive software design. We have chosen fast and smart networking cards to delegate processing and communication tasks, allowing workstations and servers high performance. The network servers and workstations utilize Intel's 80386 microprocessors, large fast fixed disks and lots of memory. All of these decisions were made to improve overall performance required by the unique demands of an imaging network. The network has been designed to operate differently than traditional LANs. Instead of the one server, our networks have a minimum of two, with the capability of additional servers as the capacity requirements grow. Recognizing the speed limitations of optical storage media, we also store images on large RAM cache files where they can be retrieved rapidly. Batch jobs are supported so that network traffic can be kept to a minimum during peak hours. Network Architecture - Connectivity factors into our network by utilizing standard network protocols. This allows our network to be connected to other networks through gateways and high speed communication lines. Remote workstations and foreign computers may connect using currently available methods. GeneSys has chosen the standard 802.3 Ethernet media access layer of the OSI architecture. Document Storage - All documents which are scanned into the system are stored on the optical disk in the CCITT Group 3 and Group 4 format. This is the format used to electronically send documents over the telephone lines by Facsimile machines. Subsystem Integration - All optical and large magnetic storage subsystems are interfaced using the industry standard SCSI protocol, which allows a variety

of devices to be interfaced to a high speed connection. Optical Subsystems - The Panasonic single 5 1/4" optical drive and controller can be used as a standalone storage device with an on-line storage capacity of 400 Mb. Customers may have multiple Panasonic 5 1/4" optical disks for use with the standalone drive and insert whichever disk is appropriate. Multiple drives can be "daisy- chained" together on one controller for higher on-line storage without the requirement of an autochanger. Customers starting with a standalone single drive have full upgrade capabilities. Should your needs grow to require an autochanger later, this same drive can be installed into a Panasonic 5 1/4" optical subsystem. The Panasonic 5 1/4" Optical Subsystem has two drives and a 50 platter capacity. The system uses the Panasonic 5 1/4" optical disks, which we believe will become the IBM standard 5 1/4" optical disk of choice. The Panasonic disk has a 30 year projected archival life for the information/images stored on the disk. The Sony single 12" optical drive and controller can be used as a standalone storage device with an on-line storage capacity of 3.2 Gb. Customers may have multiple Sony 12" optical discs, both CLV and CAV for use with the standalone drive and insert whichever disk is appropriate. Multiple drives (a maximum of eight) can be "daisy-chained" together on one controller for higher on-line storage without the requirement of an autochanger. Customers starting with a standalone single drive have full upgrade capabilities. Should your needs grow to require an autochanger later, this same drive can be installed into a Sony 12" optical subsystem. The Sony 12" Optical Subsystem has two drives and a 50 platter capacity. The system uses the Sony 12" optical disks, currently the highest 12" optical disk storage capacity in the marketplace and with the longest projected archival life. A Sony Corporation announcement which will almost double this disks capacity is planned late in 1989. The Sony 12" optical disk has projected archival life of more than 100 years, based on accelerated testing, for the information/images stored on the disk. Optical Server - The Optical Server exclusively manages the optical disk subsystems and the requests for images and text from the workstations. The Optical Server maximizes throughput through the use of caching, priority controlled queues, and intelligent handling of the Optical Subsystem. The Optical Server consists of a high speed 80386 based personal computer, 380 Mb. fixed disk, 2 Mb. of random access memory, low resolution monitor, network card and an Optical Subsystem. Database Server - The Database Server manages the indices associated with document

images stored on the Optical Server. In addition to managing the database, the Database Server maintains the configuration information (including application definition) for the rest of the network. The database is based on a sophisticated hashing algorithm which allows extremely high speed searches. The GeneSys system is unique in that it automatically stores a copy of all indices to the optical disk. This feature provides data security even in the worst case scenario (e.g. all data on the Database Server is lost and there is no tape backup). When the worst happens, the index data can be restored from the permanent optical disk. The Database Server consists of a high speed 80386 personal computer with an 80387 math co-processor, a 380 Mb. fixed disk, a low resolution monitor, a high speed network card and 2.5 Mb. of random access memory and cache memory. Facsimile Server - The Facsimile Server provides the capability for any user on the network to send facsimiles. Because a standard Group 3 and Group 4 compression format is used, documents stored on the Optical Server may be viewed and then sent via facsimile to a remote location. Likewise, any remote site that has a facsimile machine or server may send image documents to the Optical Server. This server may contain up to six (6) facsimile boards able to send and receive simultaneously. The Facsimile Server consists of an 80286 personal computer with an 80287 math co-processor, and 40 Mb fixed disk, a low resolution monitor, a high speed network card and 2 Mb. of random access memory and cache memory. Document Scan, Index and Retrieval Workstation - The Scan and Index Workstation provides a method for users to enter data and images onto our network system. In addition, this station can also double as an Image Retrieval Workstation. Options include a laser printer or local optical disk. Each Scan, Index and Retrieval Workstation consists of a high speed 80386 personal computer with an 80387 math co-processor, a 80 Mb. fixed disk, high resolution monitor (1680 X 1240), display adapter, compression/decompression hardware, high speed scanner, scanner card, and high speed network card. Scanners - The Fujitsu Document Scanner, Model M3094A, produces excellent quality, readable images. This scanner provides high speed input of 30 pages per minute. This translates to a maximum scanning throughput rate of 2 seconds for an 8 1/2" X 11" document without degradation of image quality. Note: throughput is a combination of hardware dependent scanning speed and system capabilities. It is defined as:

THROUGHPUT = Document Scanning + Compression + Optical Storage GeneSys maximum 4 second per page is considered as one of the fastest scanning-storage throughput in the industry. we are continually pursuing evolving technology and software techniques to become even faster. The scanner offers multiple Group 4 standard resolutions of 200, 240, 300 and 400 dots per inch. GeneSys includes a hardware enhancement board with every scanner. This board will clean-up documents and allow the scanner to pick-up multiple drop out colors in documents. In addition, the Fujitsu scanner has both an Automatic Document Feeder and an over-sized, undersized or "book- copier" flat bed scanning capability. This scanner is our recommended choice for medium to high volume use. We are not limited, however, to the Fujitsu. Other scanners supported are: Cannon IX-12 Bell & Howell Copy Scan Docuscan DS-4200 (2 Sided Scanner - 60 Pages Per Minute) Docuscan DS-2200 (2 Sided Desktop) Document Retrieval Workstation - The Image Retrieval Workstation provides a way for the user to access the index information and retrieve images. Each Workstation can support an optional printer. Search and retrieval requests can be made from all user areas. Once a search request is initiated and completed, a listing of matching documents appears on the users's display screen. After the user makes his/her selection(s), the images(s) are retrieved from the Optical Server and routed to the user's workstation automatically. Prints of the images can be initiated from any workstation on the network. The Retrieval Workstation consists of a high speed 80386 personal computer with an 80387 math co-processor, a 40 Mb. fixed disk, high resolution monitor (1680 X 1240), display adapter, compression/decompression hardware and a high speed network card. Workstation (Application) Software - The base software is the same throughout the network -- "FIND" indexing software. The system is simple to use, completely menu driven and operator prompted. The system is fully documented and offers the user a complete on-line, context sensitive help facility. The application software can be easily "customized" to accommodate the customers data storage and retrieval requirements. Characteristics: o The GeneSys Optical Imaging Network System has the capability of appending supplementary documents to any file, as well as notes for document management and update. It is important to note that costs associated with hard copy record management and storage and labor

for filing and retrieval are reduced if not totally eliminated. o The ability to scroll both horizontally and vertically through the image (in full screen mode or while viewing the index data) o Full security levels for input, retrieval, system management, and system debugging (used by support personnel). o Within this configuration, the system also provides you with the ability to use the workstation for word processing, spreadsheets, graphics, CAD by merely making the appropriate selection from the systems' main menu.

SOFTWARE FUNCTIONALITY Using high-speed computers and "English language" software, anyone in the organization can easily maintain and retrieve records; they can create a virtually unlimited variety of meaningful reports; and they can store millions of documents with the assurance that they can find them again when they need them. The heart of this system is it carefully field-tested software, designed specifically for records storage and retrieval. This software greatly simplifies the indexing and retrieval of documents and it allows complex key-word searches, while allowing a non-technical person to learn and use the system with only a minimum of training. Document Searches The GeneSys Optical Imaging allows immediate access to files in a variety of ways: by originator, recipient, event, date, title, particular subject material, or any combination of these desired words or dates. If more specific information is known or available, a document can be searched by purchase order number, vendor, equipment nomenclature, or other customer required specific classifications. The words "and", "or", and "not" (Boolean Logic) can be used to locate required information. For instance, a person might want to locate a letter to (Smith and Brown) AND between February and June AND dealing with product X. Connectives such as "equal to", "greater than", less than", or "beginning with", as well as "range searches" can also be used to restrict or expand the range of document searches. A researcher, for example, may want to locate information about a particular product line but is not sure what the equipment numbers are. He knows that all the products in the line are prefixed with ABC, so he can search the computer for all equipment numbers beginning with ABC-1, ABC-2, ABC-3, etc. Universal characters can also be used. The universal character symbol # can be substituted for unknown characters within a term, phrase or identifying number. For instance, searching the PETERS#N could locate Peterson and Petersen. The same applies to a 10-digit equipment number when only eight digits are known or readable. A phonetic search capability allows retrieval of sound-alike names. Another feature is the automatic recover procedure. An illustration of this feature is a search which initially retrieves 100 documents. The operator, not wanting all 100, makes a more specific request and finds the list narrowed to 15. An attempt to be even more specific then nets no documents at all. The computer will automatically return to the previous search request of 15 documents.

Update Messages - GeneSys Software also provides update messages which are displayed upon retrieval of specific documents. This allows a continuous record of all activity in the file to be maintained. A second type of update is called a "see-also" message. This feature provides for the addition of notes to search terms. For example, a search for documents pertaining to memos written by Smith may yield a "see-also" message to check letters written by Jones. Vocabulary Control - Vocabulary control protects against the input of improper terminology. This is most important when entering index information. The computer automatically verifies the indexing data against user-created vocabulary files, and refuses to accept improper data. Without vocabulary control it would be possible to accidentally input misspelled or invalid terms. Such data would then be lost within the system unless someone made the same error when making a search request. Automatic Index Generation and Synonyms - This feature greatly simplifies the entry of new data into the system by allowing the user to make the same data searchable under full names, abbreviations, synonyms, and predefined codes. "Computer-Assisted Retrieval System", for example, can be entered under the full product name or under "CARS". In this way, records management personnel can quickly locate a document indexed under "CARS" even though the only information known to the requestor is "Computer-Assisted Retrieval System". The ability to cross reference synonyms is important because the same process, item or person may be referred to by more than one proper name (i.e., Edward or Ted, John or Jack). This system automatically searches all synonyms so that an operator does not have to search them individually.

Data Entry and Verification - The GeneSys Optical Imaging System offers: o User prompted data entry o Data entry via tape from other computers o Sophisticated editing capabilities o Vocabulary control System Security - To gain access to the system, the user types a LOGIN command identifying himself, which activates a LOGIN program that cannot be defeated. Users can optionally add security locks. In addition, the LOGIN program can activate accounting clocks that accumulate connect time, processor time, and disk transfer time until the user logs out (LOGOUT). In addition to the operating system security discussed above, the application structure has two layers of security. At the first layer a user must be in a list of allowed users to logon to the system. If the user is valid, then the system passes immediately to an on-line application program and next, the requested application password is entered. ONce the user is on-line, the user profile authorizes individuals to do only a specific set of functions. Maintenance of the list of user authorizations and profiles is the responsibility of the System Administrator. Security can be controlled to any portion of the file, including specific fields of information. Report Generation - Operational and managerial requirements, government regulations and litigation requirements all have a common need - the generation of a wide variety of reports and statistical abstracts. Because of this need, the GeneSys Software has been designed with tremendous flexibility. Users are not restricted to just a few reporting formats. Instead, they can self-style reports to provide data in nearly any format that is desired. GeneSys Software is tailored to the requirements of our customers, and is fully tested prior to delivery. Before the shipment of a system the software is fully operational. GeneSys has the ability to interface with other computer and word processing systems. One of our specialties is the capability to "download" and "upload", i.e., communicate with other systems.

***CONFIDENTIAL INFORMATION*** Future Development - The GeneSys Data Technologies Optical Information System described to this point is deliverable and functional today. Additionally, we are continually evaluating areas of potential enhancement of our product. The following items are planned enhancements currently scheduled for inclusion into our product. No representations of suggested timeframes should be considered "firm". Evolving business strategies, new technologies and changes in direction in the marketplace in general may impact these items. We are currently planning a series of scheduled enhancements to be added to our product over the next calendar year. These would include: o Additional IBM mainframe interfaces (i.e. task-to-task communications) o Low resolution/cost workstations o Migration to other hardware and operating systems o Interfaces to desktop publishing o Connectivity to third party electronic mail (e.g. MCI Mail, Western Union's Easylink, Etc.) o Direct Image Manipulation o Storing and Retrieving in the Network ANY data type (e.g. CAD/CAM drawings, video images, voice, etc.) o Multiple windows to allow viewing of a document in one window while simultaneously performing interactive data entry and/or file accesses of Mainframe data In a release of software scheduled for mid 1989 we will provide the ability for EGA, VGA and Hercules equipped IBM compatible personal computers to access images via the Ethernet network in a view only mode. The personal computers will not require compression/decompression boards as the decompression will take place at the server level. It is important to note that uncompressed images on any network will degrade the performance of each and every device making requests on the network. Devices not equipped with compression/decompression boards and not capable of receiving compressed images will decrease the network response time by a factor of no less than ten to one. A Sony Corporation announcement which will almost double their 12" optical disks capacity is planned late in 1989. The new disks will

work with existing subsystems with a trade-out of the drive mechanism. ***CONFIDENTIAL INFORMATION***

OPERATING PROCEDURES AND TRAINING System operating procedures necessary to maximize the efficient utilization of the system for your volumes, frequency of requests, and timeliness requirements shall be fully developed prior to and during implementation. As discussed, this will include your requirements for key field definition and edit-checking specifications for inputting, indexing and retrieving data. GeneSys will provide you with the support necessary to help identify and define the operating procedures in order to make the transition as smooth as possible. Recognizing that the responsibility for the successful operation of the system depends upon the quality of the training before and after the installation of the system for operating and supervisory personnel. The GeneSys training program includes thorough orientation to equipment operation, system functions, and operating procedures. The training is performed on a one-to-one basis with the system operators and through general group sessions. The training program will enable users to operate, manage, and troubleshoot the system. Fully documented training and reference materials for on-going use are included as an integral component of the total system. In addition, as new releases and/or upgrades to the system software are provided, GeneSys will also provide refresher courses as required to maintain proper user efficiency and effective system utilization.�

CAST OF PLAYERS FINANCIAL MANAGEMENT GROUP, LTD., - Company founded by Stanley J. Caterbone, outgrowth of Pro Finanacial Group, Ltd.,. Meeting of Robert Kauffman, Michael Hartlett, and Stan Caterbone on November 23, 1985 produced Plan of Action to initiate recruitment. Stan Caterbone incorporated business in June of 1986, and filed Regulation D Rule 144 in August of 1986. Stan Caterbone drafted Business Plan in May of 1986, outlining full service Financial Services Company including legal, accounting, portfolio management, insurances, mortgage banking, and investment banking. FMG ADVISORY, INC. - Registered Investment Advisory company. Stan Caterbone drafted and finalized all applications with the Federal Securities and Exchange and the Pennsylvania Securities and Exchange Commission. Stan Caterbone was President, and was solely responsible for management and operations. Stan Caterbone also incorporated company in June of 1986. Robert E. Kauffman - Partner, and President of Financial Management Group, Ltd., Evidence will show that he followed Stan Caterbone from IDS Financial Services to Financial Services Corporation of Atlanta, Ga, and to Finanacial Management Group, Ltd., and eventualy to the broker dealer of Koegler Morgan. Was extremely motivated by greed and power. Was always extremely aggressive toward reducing any power or respect that Stan Caterbone had developed with constituents, clients, vendors, employees, and the community at large. Prided himself as a manager, and has been known to conduct "Prayer Meetings" before business at IDS. Past relationships at both IDS and Financial Services Corporation will display a consistent record of disrespect and dishonesty specifically with the termination of relationships. MICHAEL M. HARTLETT - Treasurer of Finanacial Management Group, Ltd., Partner in general business affairs. Responsibilities included accounting and operations. Was an extremely greedy individual. Handled fiscal and financial responsibilities with extreme secretive methods. Did knowingly withold all relevent finanacial information from all shareholders and producers. His primary motivation was money and CONTROL, without regard for shareholder, employee, and producer rights. P. ALAN LOSS - Elected to Board of Directors in November of 1986, after the Board of Directors was expanded to Five (5), from the orginal Three (3) made up of the principals of Kauffman, Hartlett, and Stan Caterbone. Mr. Loss was a Financial Planner and purchased 10,000 shares of stock in Financial Management Group, Ltd.,. Mr. Loss's wife, Karen, had recieved a telephone call from Nancy Arment on the eve of September 3rd, notifying Karen Loss of SC request for the key to the office. Karen Loss had telephoned the Police on the eve of September 3rd.,. Nate Loss, father of P. Alan Loss, alos purchased 10,000 shares of FMG stock for $35,000. Nate Loss was also contacted by Stan Caterbone regarding the manner in which Farmers First Bank was handling Stan Caterbone's request to pledge his holdings of Financial Management Group, Ltd., ROBERT E. LONG - Robert E. Long was the in-house accountant for Financial Management Group, Ltd., and was the other elected member of the Board of Directors to bring the Board to five. Robert Long was responsible for the relationship of Noris Boyd and Boyd Wilson developement company.

Robert Long's signiture can also be verified as signing the letter of August 10, 1987 from the fmg Board of Directors suggesting the pursuit of criminal charges against Stan Caterbone and also asseerting that bankruptcy proceedings or custodial guardianship proceedings have taken place. PETER PENEROS - Stockbroker, Finanacial Management Group, Ltd., In October of 1986, Abe Diffenbach, the Manager for Shearson Brokerage, had telephoned Stan Caterbone regarding employment at Financial Management Group, Ltd.,. Peter Peneros had been terminated by Shearson for alleged improprieties regarding securities regulations and client complaints. Peter Peneros had met with Stan Caterbone at Financial Management Group, Ltd., regarding the opportunities, and the legal implications surrounding his termination. CAROLYN DELLER ROYER - Stockbroker, Financial Management Group, Ltd., Carolyn Royer was one of the first persons to join Financial Management Group, Ltd, coming from a major brokerage house, Prudential Bache. JEFF JOHNSTON - ROBERT D. BEYER - Attorney retained on September 5, 1987, by Stan Caterbone to defend criminal charges of Burglery (F-1), Criminal Mischief (F-3), Unlawful Taking (F-3), Unlawful Restraint (M-1), Unlawful Use of Computer (F-3), Theft by Unlawful Taking (F-3), Robbery (F-1), and Terrioristic Threats (M-1). Mr. Beyer had continued representation until March 15, 1988, when the criminal charges were removed pending the payment of restitution to Financial Management Group, Ltd., MILLARD JOHNSON - Client of Stan Caterbone, and personal friend. Mr. Johnson had executed a legal and binding Demand Note for $25,000 to Stan Caterbone in June of 1986. Robert Kauffman tried to convince Mr. Johnson to testify to authorities and an insurance company holding an officers liability policy that Mr. Johnson had really given the monies to Stan Caterbone to invest, and Stan Caterbone had merely embezzeled or comingled the monies. Stan Caterbone had consistenly kept in contact with Mr. Johnson during the events and activities described herewith. Mr. Johnson is the only person to recieve direct and immediate information regarding all activities, circurmstances, and situations of 1987. HOWARD L. EISSLER, JR., - Securities Investigator, Division of Enforcement, PENNSYLVANIA SECURITIES COMMISSION, COMMONWEALTH OF PENNSYLVANIA, Mr. Eissler had called Stan Caterbone on or about September 10, 1987 to conduct an investigation of circumstances surrounding the criminal charges levied against Stan Caterbone. Mr. Caterbone conducted a meeting that included Millard Johnson, Robert Beyer, and Mr. Eissler on or about September 14, 1987. That meeting was recorded with the approval and consent of all parties. Stan Caterbone informed Mr. Eissler of the allegations against Mr. James Guerin and ISC, of which he was a shareholder, Robert Kauffman, Michael Hartlett, Commonwealth National Bank, Lancaster Aviation, the Manheim Township Police Department, and all related parties connected or associated with the criminal charges. EDEN PARK ASSOCIATES - A Pennsylvania General Partnership owning the property and the lease for the headquarters of Finanancial Management Group, Ltd., 1755 Oregon Pike, Lancaster, PA 17601. The lease signed on August 14, 1986 was for a period of Five (5) years to 1991. The lease was in the names of Fianancial Management Group, Ltd., and Robert E. Kauffman, and Michael H. Hartlett, and

Stanley J. Caterbone. Stan Caterbone had signed a personal guaruntee along with Hartlett and Kauffman for over Five Hundred Thousand Dollars ($500,000.00). Eden Park Associates was developed by FISHER SPONAGLE INVESTMENT GROUP, LTD., Martin Sponaugle had requested financing from Stan Caterbone on other projects in early 1987. PETER WOLFSON - Sales agent for Lancaster Aviation. Consumated deal for purchase of aircraft and accepted terms of waiting approximately 10-14 days until $25,000 was liquidated and recieved from Keystone mutual funds. A post dated check was given at the time of settlement with explicit instructions of not depositing until funds were transferred. Mr. Wolfson had ademently discouraged the purchase of the older and cheaper aircraft from Amp Inc., inwhich Amp, Inc. would have given 100% financing. CHUCK SMITH - President of Lancaster Aviation. Mr. Smith had knowingly deposited the postdated check on or about June 29th, without the completion of the transfer, resulting in insufficient funds. The $25,000 was given to Mr. Smith the following day. Mr. Smith also invoiced charges for services that were not authorized by Stan Caterbone or any representative, of which were to be completed during the pre inspection of the aircraft and before the sale. Mr. Smith also knowingly billed for Two (2) pilots during flights that traditionally would only require One (1) pilot. Mr. Smith is a crooked son-of-a-bitch. Mr. Smith went on to file suits in civil courts to collect his money. He was paid in full. MIKE WOLFE - Mike Wolfe was the loan officer from Commonwealth National Bank that cone consumated the loan for the aircraft purchased from Lancaster Aviation. The loan was approved in a few days for $94,000. The first payment was not due until July 25, 1987. LARRY W. SNYDER - Mr. Snyder was the Manager of Consumer Loan Collections that authorized the reposession of the aircraft on July 2, 1990. NICK PENEROS - Vice President, Commonwealth National Bank, Lancaster PA. Nick Peneros was the brother of Peter Peneros, leading stockbroker for Finanacial Management Group, Ltd.,. ALLAN DANNATT - Was the managing general partner of INSTITUTIONAL INVESTORS OF HOUSTON, TEXAS. Stan Caterbone had begun arranging for a supply of monies for a mortgage banking business in 1986. Stan Caterbone had decided that Financial Management Group, Ltd., was ready to begin the mortgage banking operations in early 1987. Mr. Dannatt and Mr. Caterbone began business in February of 1987. INSTITUTIONAL INVESTORS WAS ABLE TO SUPPLY A LARGE INVENTORY OF MORTGAGE FUNDS IN QUANTITIES OF $3mm TO AS MUCH AS $100mm. IT WAS PROVEN IN A RELATIVELY SHORT PERIOD OF TIME THE THE FUNDS WERE MUCH MORE COMPETITIVE THAN THE LOCAL BANKING INSTITUTIONS. MOST MAJOR DEVELOPERS WERE REQUESTING PROPOSALS ON NEW AND EXISTING RESIDENTIAL, COMMERCIAL, AND INDUSTRIAL REAL ESTATE PROJECTS. BROOKS A. BOYD - Mr. Boyd was the Vice President of Institutional Investors, and worked with Stan Caterbone on underwriting requirements. OWNEN KUGEL - A Lancaster Developer of Historical Properties. Requested finanacian from Stan Caterbone for all of his projects. After the Lancaster Newspapers inapropriately printed newstories of an apperent FBI investigation, which was proven to be meritless, his business deteriorated due to lack of investor confidence. LEONARD M. SHENDELL - Principal of Columbia Asset Management Corp., investment bankers, that requested the financing for several real estate projects, and was considered a prospect for the "Digital" movie project.

TOM KYLE - Financial professional for High Associates, and High Industries, and currently on the Board of Directors of American Helix Technology Corporation. Mr. Kyle was contacted by Bob Long, of Financial Management Group, Ltd., and Stan Caterbone for possible financing opportunities and the "Digital" movie. High Associates was one of the larger real estate developers and a subsidiary of the multi-faceted High Industries, one of the top 10 employers. DAVE COOK - President, Turkey Hill Minit Markets, Lancaster PA. Dave Cook had sold his interests in the Turkey Hill Minit Markets for $millions. Stan Caterbone had approaced Dave Cook regarding the financing of the "Digital" movie, Mutant Mania in June of 1987. Dave Cook was also interested in financing the office complex being proposed by Dave Schadd, and Bennett Williams. Dave Schadd and Dave Cook had done business before. Dave Cook had ceased to communicate with Stan Caterbone because "I no longer think that it in my best interest to associate with you". Dave Cook had communicated that to Stan Caterbone in Stone Harbor NJ, in late July, of 1987. A. BARRY CAPPELLO - One of the leading attorneys in the country specializing in LENDER LIABILITY, of Santa Barbara, California. Stan Caterbone had contacted Mr. Cappello in the sumer of 1987 in efforts to pursue legal action against Commonwealth National Bank and Farmers First Bank. The attempts were unsuccessful primarily due to all of the confusing circumstances regarding the events, and the age of Mr. Caterbone. DIANE CAMBELL - Paralegal for A. Barry Cappello that communicated directly to Stan Caterbone regarding representation. Ms. Campell recieved several binders of documents regarding the case. TONY BONGIOVI - OWNER, PRINCIPAL, ENGINEER OF POWER STATION STUDIOS, OF NEW YORK, NY. POWER STATION STUDIOS IS ONE OF THE LEADING RECORDING STUDIOS IN THE WORLD. ARTIST SUCH AS STEVE WINWOOD, DIANA ROSS, MICK JAGGER, BRUCE SPRINGSTEEN, AND JAMES TAYLOR ARE A FEW OF HIS CLIENTS. TONY BONGIOVI BUILT THE STUDIO FROM HIS SUCCESS FROM ENGINEERING AND PRODUCING THE SOUND FOR STAR WARS AND GEORGE LUCAS. TONY BONGIOVI HAD INVITED STAN CATERBONE TO PUT TOGETHER THE FINANCING PACKAGE FOR HIS PROJECT WHICH WAS TO INTRODUCE "DIGITAL" TECHNOLOGY TO THE FILM AND MOTION PICTURE INDUSTRY. THE FILM "MUTANT MANIA" WAS TO BE FILMED IN THE SUMMER OR FALL OF 1987, IN WILDWOOD, NEW JERSEY. BOB WALTERS - Partner of Tony Bongiovi, and Managing partner of Power Station Studios. Mr. Walters was operated the recording studio, while Tony Bongiovi was responsible for peripheal projects such as the "Digital" movie. ELLEN LIPMAN - Ellen Lipman was Tony Bongiovi's admininstrater and confidante. Ellen often worked with Tony, the writers, and the producers of the movie, and liason with Stan Caterbone. BARBARA PETERS - Barbara Peters was selected as the Director of the movie, and was principal of Flatbush Films. Barbara had extensive experience in directing, including directing an aggressive schedule of television episodes, including Cagney & Lacy, Remmington Steele and Falcons Crest. Barbara Peters also directed "Creatures of the Black Lagoon", which complimented the horror genre of "Mutant Mania". MARCIA SILEN - Marcia Silen was the associate producer, and a principal in Flatbush Films,

Inc., Stan Caterbone communicated on a regular basis with Ms. Silen, often acting as liason for Power Station Studios, and Tony Bongiovi. Stan Caterbone had visited with Marcia Silen, in Santa Monica CA in July of 1987. Ms. Silen had introduced Stan Caterbone to Ted Gammillion, for the purpose of assisting Ted Gammillion and Gammilion Studios in obtaining financing for the studios. Ms. Silen was very close to Stan Caterbone and was well informed of the allegations of insanity, and the conduct of the Financial Management Group, and the banks at large. ARLENE DAVIDSON - Arlene Davidson alos a principal of Flatbush Films, and was responsible for the developing the budget, and for performing all necessary and related accounting functions while producing and shooting the film. Arlene had often spokent directly to Stan Caterbone regarding such matters. GIB ARMSRONG - GIB ARMSTRONG WAS A FORMER STATE REPRESENTATIVE, AND NOW A SENATOR, OF LANCASTER PA. GIB ARMSRONG WAS THE REGISTERED REPRESENTATIVE FOR INDIVIDUAL SECURITIES, AND WAS THE LICENSED REPRESENTATIVE THAT SOLD 1000 SHARES OF INTERNATIONAL SIGNAL & CONTROL. IN JULY OF 1987, STAN CATERBONE HAD TELEPHONED GIB ARMSTRONG, AS A CONSTITUENT, IN HOPES OF GETTING SOME KIND OF HELP IN LIGHT OF THE ACTIVITIES THAT WERE TAKEN PLACE. GIB ARMSTRONG REACTED VERY RESERVED, AND WAS OF NO HELP, OTHER TO SAY HE WOULD HAVE SOMEONE FROM THE STATE ATTORNEY GENERALS OFFICE CALL. ALLEGATIONS OF ISC AND JAMES GUERIN WERE INCLUDED IN THE DISCUSSIONS. NO ONE FROM THE STATE ATTORNEY GENERAL OFFICE HAD EVER CALLED. AFTER BEING RELEASED FROM PRISION, IN SEPTEMBER OF 1987, AND AFTER REALIZING THE RELATIONSHIP OF JAMES GUERIN AND GIB ARMSTRONG, STAN CATERBONE HAD PREPARED A PACKET OF DOCUMENTS FOR GOVERNER ROBERT CASEY. STAN CATERBONE HAD WENT DIRECTLY TO THE CAPITOL IN HARISBURG TO PERSONALLY DELIVER THE DOCUMENTS. THERE WAS A NEWS CONFERRENCE BEING HELD, AND GIB ARMSTRONG WAS IN ATTENDANCE. STAN CATERBONE HAD WALKED UP TO GIB ARMSTRONG AND SAID "HERE YOU KNOW BOB CASEY DON'T YOU? GIVE THESE TO HIM FOR ME" -- GIB ARMSTRONG LITERALLY RAN AWAY! THE DOCUMENTS WERE LEFT AT THE OFFICE OF GOVERNER CASEY. DETECTIVE LARRY MATHIAS - Detective Larry Mathias of the Manhiem Township Police Department, jurisdiction of the offices of Financial Management Group, Ltd., was the arresting officer for all of the criminal charges against Stan Caterbone on September 3rd, 1987. In August of 1987 Stan Caterbone called the Manhiem Township Police Department and talked to Detective Mathias regarding the alleged fraudulent activities of Robert M. Kuaffman and Michael H. Hartlett. Those activities specifically addressed the issue of how Stan Caterbone could be locked out of a property to which he had legal title to, and to which he had never resigned or been legally terminated from the Board of Directors of Finanacial Management Group, Ltd., or from the leashold agreement of 1755 Orgegon Pike, Lancaster, PA. Stan Caterbone also alleged the fraudelent repossesion of his aircraft by Lancaster Aviation and the Commonwealth Bank. Detective Mathias asked "What Branch Repossessed Your Airplane". Detective Mathias was not very polite to one of his own residents, and gave smart remarks regarding all of the issues that Stan Caterbone demanded explanations for. DETECTIVE LARRY SIEGLER - Detective Larry Siegler also of the Manhiem Township Police was the arresting officer of the Terroristic Threat Charges against Stanley J. Caterbone on September 3rd, 1987. It should be noted that although the Lancaster Newspapers and others insinuated that Stan Caterbone was arrested on the evening of September 3rd, 1987 for the alleged break in and burglery of Financial Management Group, Ltd,. 1755 Oregon Pike Lancaster, PA, it is documented and recorded that the Terroristic Threat charges were filed on

September 3rd, concerning a Terrorstic Threat that supposedly took place on September 1st, 1987. Stan Caterbone actually had scheduled a meeting on September 3rd, with Alan Loss and Robert Long, both Board Members of Finanancial Management Group, Ltd., and Scott Robertson. Robert Kaufffman and Michael Hartlett did not want the meeting to take place, so they and the Manheim Township Police orchestrated the Terrorstic Threat charges in hopes of arresting Stan Caterbone before such a meeting could take place. Stan Caterbone was actually arrested and apprehended on the Terrostic Threat charges, and the arresting police were not aware of the alleged break in of 1755 Oregon Pike, property Stan Caterbone held legal title to until October 23, 1988, until after Stan Caterbone was in the Manheim Township Prison. Arraignment was delayed for over five hours because of the confusion of the alleged break in to 1755 Oregon Pike, property to which Stan Caterbone held legal titlt to until October 23, 1988. MURRAY R. HORTON - Mr. Horton is the District Justice for Manheim Township. The criminal charges and the suits filed for the collection of monies of Lancaster Aviation were all filed in his jurisdiction. CRAIG V. RUSSEL - Attorney representing Financial Management Group, Ltd, retained by Michael M. Hartlett. Mr. Russell filed a Trespass Notice against Stan Caterbone for the property of 1755 Oregon Pike, of which Stan Caterbone was the legal tenant as individual as well as principal of Financial Management Group, Ltd.,. JOHN DEPATTO - President of Parent Federal Savings and Loan. Mr. Depatto was responsible for approving a mortagage for Stan Caterbone for the residence of 2323 New Danville Pike, Conestoga, PA. Stan Caterbone had meetings with John Depatto regarding a formal business relationship between Financial Managment Group, Ltd., and Parent Federal Savings and Loan. In June, the monthly mortgage payment was the last paid to Parent Federal Savings and Loan. Although 4 or 5 months past due, Stan Caterbone never recieved a late payment notice or notification to pay the past due amounts. In October of 1987, Stan Caterbone scheduled a meeting with John Depatto to refinance the mortgage. John Depatto introduced the representative that was going to handle the FORCLOSURE. Stan Caterbone abrubtly stood up from his chair and looked John Depatto in the eyes and shouted "YOU TELL GUERIN HE IS FUCKING DEAD" and walked out of the office. Parent Federal went on to proceed with the foreclosure, and was unable to serve Stan Caterbone until March of 1988. In October of 1987, Stan Caterbone had applied for the HOMEOWNERS' EMERGENCY MORGTGAGE ASSISTANCE PROGRAM, and had meetings in Harrisburg. Attempting to communicate the activities and the situations was quite difficult, especially considering the background of the investigators. In March of 1988, The HOMEOWNERS' EMERGENCY MORGTGAGE ASSISTANCE PROGRAM denied the application stating that the "mortgagor was fired from his job". GOOD SHEPARD INDUSTRIAL SERVICES - A microfilm and microfiche company located at 1901 Lehigh Street, Allentown, PA 18103, (215) 791-2230. In November of 1987, Stan Caterbone had over 9,000 documents duplicated on silver and diazo microfilm. Copies have been distributed and several copies are still in storage in the Good Sheppard facility. DR. WILLIAM UMIKER, MD., - Dr. William Umiker, MD., was a client of Stan Caterbone, and a shareholder of Financial Management Group, Ltd., investing approximately $35,000 for 10,000 shares of the stock. Dr. Umiker was considered a mentor by Stan Caterbone, and often was available for advice concerning the business and company at large. Stan Caterbone was designated the trustee of the estate of Dr. and Mrs. Umiker in the spring of 1986.

Dr. Umiker had loaned Stan Caterbone the $25,000 to pay Lancaster Aviation after they had broken their initial agreement in waiting for the funds to be distributed from the mutual fund. Dr. Umiker was reimbursed a two days later by Stan Caterbone. Stan Caterbone had attempted to persuade Dr. Umiker to liquidate his stock in July of 1987, in light of the activities and actions of Robert Kauffman and Michael Hartlett. Stan Caterbone felt personally accountable and responsible for the investment in Financial Management Group, Ltd., not only because of the client relationship, but more importantly because Stan Caterbone had sold the stock to Dr. Umiker. JEFF JAMOUNEAU - Jeff Jamouneau of McNees, Wallace & Nurick, Harrisburg PA, is the attorney that was personally selected and retained by Stan Caterbone in July of 1986 to specifically advise on the the Regulation D, Section 4(6), Rule 144 Uniform Limited Offering. Mr. Jamouneau worked exclusively with Stan Caterbone on the Limited Offering, and also on the Registered Investment Advisor, FMG Advisory, of which Stan Caterbone was President. Although Stan Caterbone was the exclusive representative of Finanancial Management Group, Ltd., Mr. Jamouneau suddenly ignored repeated requests by Stan Caterbone to provide legal opinion to the legal status of Stan Caterbone and his other personal corportations and businesses headquartered at 1755 Orgegon Pike, Lancaster PA, after July 2, 1987. Mr. Jamouneau also ignored repeated attempts to gain access to the corporate records, as required by law of any shareholder of record. NANCY MILLER - Nancy Miller was an employee hired by Michael Hartlett, that was unlawfully terminated and forced and intimidateed to sigh a letter of resignation. MARY LYNN DIPAOLO - Mary Lynn Dipaolo was the administrated assistant of Stan Caterbone that began working in January of 1986, before Financial Management Group, Ltd., was officially organized. Mary Lynn Dipaolo was often resented by Mr. Kauffman and Mr. Hartlett because of her allegience, dedication, and commitment to Stan Caterbone. In November of 1986, while Stan Caterbone was visiting with Barry Schuttler, of Baltimore MD, Mr. Hartlett terminated Ms. Dipaolo without just cause, and like Nancy Miller, forced her into resignation. This was in efforts to reduce the power and respect of Stan Caterbone. JOSEPH RODA, PC - Joseph Roda an attorney retained by Stan Caterbone, specifically on the day of July 1, 1987 after Stan Caterbone had transported files in order to copy the corporate records, and to protect, preserve, and evaluate the legal documents of the alleged activities. Stan Caterbone requested the legal opinion of all activities including, Financial Management Group, Ltd., Commonwealth Bank, Lancaster Aviation, International Signial & Control, United Chemcon, James Guerin, with specific regards to Stan Caterbone's business activities in mortgaage banking, financial services, and "Digital" technolgy, the movie. Mr. Roda suggested that Mr. Caterbone reaseess his allegations, and that he "spend your energies on more positive activities". Mr. Roda, however did submit invoices to Stan Caterbone for payment for services renderered, even though a few weeks prior, he called Stan Caterbone and said a check was in the mail for a referall. Mr. Roda then went on to represent William Clark in the controversial "BLACKMAIL" case against James Guerin. However when Stan Caterbone talked of allegations of James Guerin, and the meeting of June 23, 1987 with Larry Resch, he simply insinuated Stan Caterbone was having a nervous breakdown. WILLIAM CLARK - Attorney and legal council for International Signal & Control that filed civil suit to collect a $2.8 million severence pay dispute.

LEWIS J. SCHWELLER - Attorney of Valore, McAllister, Westmoreland, Gould, Vesper & Schwartz of Northfield NJ. Lewis Schweller was refereed by Jack Mann, of Shelter Haven Realty, Stone Harbor NJ. Mr. Schweller was retained by Stan Caterbone to represent him concerning his allegations against Finanancial Management Group, Ltd., Lancaster Aviation, The Commonwealth Bank, ISC, and the "Digital Movie". Lewis Schweller billed over $2,000.00 for his services, what ever they were. DAVID C. HOSTETTER - David C. Hostetter is the Executive Vice President of Fulton Bank, Lancaster PA. Stan Caterbone wrote a letter on August 9, 1990, concerning over $5,000.00 of monies that Fulton Bank had "stolen" from Stan Caterbone on June 23, 1990. Not only did they take the money, as of November 30, 1990, there in no indication of any past due interest being credited to the account. Furthermore, on November 14, 1990, Stan Caterbone was denied credit for an automobile loan, inwhich one reason being the 9 returned checks that were a direct result of the Fulton Bank "stealing" Stan Caterbone's monies. RUSHTON T. CAPERS - CD-ROM Product Manager of Phillips and Du Pont Optical Company. Rushton Capers filed a protest on the DMA700-90-0011 Defense Mapping Agency $2.5 million CD-ROM replication contract. Sony had previosly been awarded the contract. American Helix obtained favorable results concerning the future procurement proceedings, of which is Sony, Phillips and Du Pont Optical Company, American Helix, and one other manufacturer in the final bid selection. ROBERT S. WALKER - Congressman, 16th District, Pennsylvania, On October 12, 1990, Mr. Walker was contacted by Stan Caterbone concerning the procedures for the awarding of the Defense Mapping Agency contract DMA700-90-0011. American Helix was the only contractor not privy to the award winning prices of Sony. In addition American Helix, Sony, and Phillips Du Pont Optical Company were to submit new bids in competition for the $2.5 million contract. Mr. Walker was able to solicit the help of Dave Gribbon, Assistant Secretary of Defense, Legislative Affairs, and Stanley O. Smith, Brigadier General, USAF, Chief of Staff. Those efforts have resulted in a decision on November 15, by William M. Nelosn, the Contracting Officer, that all participating companies will recieve the last best and final pricing schedule submitted before the protest. American Helix will not only recieve the prices of Sony, but also Phillip and Du Pont Optical Compnay. DAVE GRIBBIN - Assistant Secretary of Defense, Legislative Affairs, Dave Gribbin helped in the procurment for the Defense Mapping agency contract DMA700-90-0011. WILLIAM M. NELSON - Contracting Officer for the Defense Mapping Agency Contract DMA700-90-0011. STANLEY O. SMITH - Brigadier General, USAF, Chief of Staff responsible for actions taken regarding procurement proceedings of the Defense Mapping Agency's CD-ROM contract DMA700-90-0011. LINDA HELGERSON - President of Helgerson Associates, the leading technical and marketing publications for the CD-ROM industry. Linda Helgerson is the publisher of the new DISC

magazine. Stan Caterbone was asked to write a column for DISC magazine, and co-authored an article titled "ESCAPING THE UNIX TAR PIT", which will be published in the January 1991 issue. JOHN S. GAROFOLO - Computer Scientist, and Contracting Officer for the National Institute of Standards and Technology, of Gaithersburg MD, a federal faciltiy. John Garofolo had select Stan Caterbone and American Helix to perfor CD-ROM production services. Stan Caterbone completed the most aggressive project, "TIMIT", for NIST. The project is the topic of the article "ESCAPING THE UNIX TAR PIT" , appearing in the January issue of DISC. DR. DAVID PALLET, PhD. - Director of the Automated Speech Recognition Group of NIST, which produces CD-ROM for the Defense Advanced Research Projects Agency Information Science and Technology Office. Johh Garofolo implements the production of the CD-ROMs, of which Stan Caterbone and American Helix has been awarded the contract. REGINALD PATTEY - Former client of Stan Caterbone. Reg Pattey had meetings with Stan Caterbone regarding the finanacing of the proposed Burle Industries, soon to become one of two surviving companies from the RCA sale. Several North Carolina Banks were competing for the project. The project had too much risk for Stan Caterbone's underwriters. DAVID SCHADD - President of Bennett Williams Real Estate, York PA, Dave Schadd was working with Stan Caterbone in May, June, and July of 1987. Dave Schadd was especially interested in the ability of Stan Caterbone and Financial Management Group, Ltd., to raise both debt and equity finanacing. Stan Caterbone was working with Dave Cook of Turkey Hill, Inc., to finance the new office complex to be built in York PA,. Stan Caterbone was also working on other financing projects for Bennett Williams and Dave Schadd. BOB BUEHLER - Vice President of Bennnett Williams, Real Estate, York PA. Bob worked directly with Stan Caterbone, and was often the liason for Bennett Williams. DAVE BINKLEY - Pilot for Gannet Flemming, Camp Hill PA, (717) 763-7211. Dave Binkley flew the 1973 Cessna 402 B aircraft to Lancaster Airport for Stan Caterbone to inspect and to test fly in consideration for purchase. DOUG BERRY - Senior Vice President, Gannett Flemming, Camp Hill PA, (717) 763-7211. Doug Berry was negotiating the sale of the 1973 Cessna 402 B aircraft with Stan Caterbone. Stan Caterbone had advised Gannett Flemming to take 11% paper for the financing of the airplane. JOHN M. CICALA, SR. - Real Estate Developer, Wildwood NJ. John Cicala, Sr., was a partner of Tony Bongiovi and Bob Walters of Power Station Studios, New York NY, in the Pier project on the Wildwood Boardwalk. JERE KRAVITZ - Proprietor of "Snickers" and "Touche" nightclubs of Stone Harbor NJ. Jere Kravitz also was the president of an historical development real estate firm, in Philadelphia PA. Stan Caterbone had discussions with Jere regarding both finanacing, and the "Digital" movie. TED GAMMILLION - Ted Gamillion had requested financing for his film studio, located in Hollywood CA. Becky Austin, sister of Marcia Silen (Flatbush Films), had referred Ted Gamillion to Stan Caterbone. Stan Caterbone visited with Ted Gamillion and Gamillion Studios, in July of 1987, in perhaps of salvaging some business activities that would not be subject to the conspiracy of the East coast. Ted Gamilion had given numerous tax, financial, and legal documents to Stan Caterbone in hopes of obtaining some assistance in his financial

difficulties. Shortley after Stan Caterbone left California and returned to Pennsylvania, it became apparent that the conspiracy had ruined any legitimate reputation, except that which alleged his insanity. PETE RICHTER - Vice President of Farmers First Bank, Lancaster PA. Pete Richter was the representative that worked with Financial Management Group, Ltd., and with Stan Caterbone in an attempt to float a line of credit using Stan Caterbone's Financial Management Group, Ltd., stock as collateral, in June of 1987. BRAD DONAHUE - On July 4, Stan Caterbone retained the services of Brad Donahued to fly from Cape May County Airport to the Lancaster Airport, to retrieve the files that had been stolen by the illegal repossesion of Stan Caterbone's aircraft. Mr. Donahue accepted the mission, and Stan Caterbone offered him $200.00 if there was no conflict, and $400.00 if he had encountered any trouble with authorities, etc., Brad Donahue returned after several hours with all of the files. However, he would not elaborate on the events that took place at Lancaster Aviation, other than he appeared shaken. Stan Caterbone did not push the matter further, and kindly paid him $400.00. BRAD DONAHUE WAS KILLED IN A MYSTERIOUS AIR ACCIDENT A FEW WEEKS THEREAFTER!!! AUDREY ------ - Audrey was the assistant for Barry L. Schuttler and Associates, of Columbia MD, an affiliate of Financial Mangement Group, Ltd., Audrey visited with Stan Caterbone in Lancaster, PA and disclosed the fact that Pete Hibbard of the Broker Dealer Hibbard Brown of which Robert Kauffman was conusmating a deal to affiliate Financial Management Group, Ltd.,. She disclosed that Pete Hibbard was a "Born-Again Christian", like Barry Schuttler and Robert Kauffman. Shortley thereafter Mr. Kauffman confided in Stan Caterbone that Audrey was getting out of control, and something had to be done. JOE CRISWELL - Representative of Good Shephard Industrial Services, Micrographics Division, that handled the microfilming of over 9,000 documents for Stan Caterbone on November, 1987. TONY PASCOTTI - RANDY GRESPIN - JIM BLY - BILL TELL - JOHN KEEBLE - MADELIN WOOTEN - BILL KOEGLER - CLAUDE PEAY -

MR. COHOUET - RIC FOX - KERRY STIEGERWALT - SANDRA GRAY - FRANK GARRITY - CHRIS MELE - FRED MARTIN - DETECTIVE BODEN - MICHELLE HODGE - TUESDAY BARNETTE - CHRONOLOGICAL DESCRIPTION OF KEY EVENTS JANUARY 1985 NOVEMBER 1985

SPRING OF 1986 JUNE 26, 1986 AUGUST 14, 1986 SEPTEMBER 1986 NOVEMBER 1986 JANUARY 1987 MTG FEBRUARY 1987 MOVIE JUNE 8, 1987 LIQUIDATION OF ISC STOCK JUNE 12, 1987 JUNE 18, 1987 KOEGLER "WHO IS RUNNING THIS COMPANY?" JUNE 23, 1987 LARRY RESCH JUNE 24, 1987 JIM BLY JUNE 26, 1990 - Robert Long signs stock certificate and forges as the Secretary of Finanacial Management Group, Ltd., to Scott Robertson. Howver, Robert Long or Robert Kauffman must have broken into the office of Stanley J. Caterbone, Secretary of Financial Management Group, Ltd.,. JUNE 15, 1987 OLDE HICKORY JULY 1, 1987 JULY 2, 1987 FILES PLANE LEGAL ISSUES & SUMMARY OF MAJOR EVENTS 1. AIRPLANE REPOSESSION, OLDE HICKORY FINANCING, 2. LARRY RESCH VISIT, ISC & GUERIN ALLEGATIONS, ANALYSIS 3. JOE RODA CONFERENCE ISC ALLEGATIONS, PLANE, FMG, MOVIE 4. TOM CATERBONE CALL TO KAUFFMAN 5. CALIFORNIA TRIP TO GAMILLION 6. AUGUST 10 FAXSIMILE

7. SEPTEMBER 3RD/ UNEMPLOYMENT/ML DIPAOLO/BASKETBALL SEPTEMBER 1ST TERRORISTIC THREATS 8. SEPTEMBER 9TH/BAIL = HOSPITAL 9. SEPTEMBER 14, HOWARD EISSLER 10. FEBRUARY - S. GRAY/KERRY STIEGERWALT 11.

1

NONDISCLOSURE AND NONCIRCUMVENTION AGREEMENT THIS AGREEMENT is made and executed this 8th day of March, 1991 between Stan J. Caterbone (Advanced Media Group, Ltd.,) and Gene Bennett (Technotronics, Inc.,) and all affiliated personnel and staff. 1. PURPOSE. BENNETT AND CATERBONE intend to engage in discussions and negotiations for the purpose of developing a mutually beneficial relationship. a. In the course of negotiations or performance of an agreement both parties may disclose to the other trade secrets or confidential proprietary information, business plans, or know-how ("Confidential Information"). Each desirers assurances, and are willing to assure the other, that any such Confidential Information will remain strictly confidential and will not be disclosed herein. The parties acknowledge that Confidential Information shall not include information of public domain. b. In the course of the negotiations or performance of an agreement both parties also may disclose valuable commercial opportunities or contracts with third parties ("Commercial Opportunities"). Each desires assurances, and are willing to exploit any such Commercial without the approval and participation of the disclosure of the Commercial Opportunity. 2. Nondisclosure of Confidential Information a. The Confidential Information covered by this agreement includes any Confidential Information directly or indirectly disclosed in the course of negotiations for, preparation for, or performance of a contract or potential contract. b. The parties agree that the receiving party shall keep any such Confidential Information strictly confidential and shall take all reasonable measures to prevent its further disclosure to other persons, including employees of the receiving party who don not require such Confidential Information. The parties further agree that they will not use, directly or indirectly, such Confidential Information of the other party for any purpose whatsoever except in the course of negotiations for, preparation for, or performance of a contract or potential contract. c. Unless otherwise agreed in writing with respect to particular Confidential Information, the obligation of this paragraph 2 shall remain in force for a period of one year after the later of the termination of negotiations, the termination of the latest contract between the two parties, or the termination of the latest work under a contract between the parties. At any time after the latest of the termination dates, the disclosing party may demand in writing the return of any and all documents

2

whether in hard copy, magnetic, electronic, or any alternate form) embodying or containing the disclosing parties Confidential Information. The receiving party shall comply with any such demand and within ten business days. 3. Noncircumvention of Commercial Opportunities a. Commercial Opportunities are those that relate to development of concepts of projects related to Advanced Media Group, Ltd., or that involve any other business interests of Stan J. Caterbone directly or indirectly disclosed to the other party in the course of negotiations for, preparation for, and performance of a contract or potential contract. b. The parties each agree that the receiving party shall not exploit any covered Commercial Opportunity without the prior written approval of the party who disclosed the Commercial Opportunity. Exploitation of a Commercial Opportunity includes, but is not limited to, entering into negotiations for a contract or contracting with third party(ies) to provide services or products related to the development of Commercial Opportunities. c. Unless otherwise agree in writing with respect to a particular Commercial Opportunity, the obligations of this paragraph 3 shall remain in force for a period of one year after the termination of the latest contract between the parties, or the termination of the latest work under a contract between the parties. 4. Separability of Covenants. In the event that any provision of this agreement is held unenforceable or invalid by any court of competent jurisdiction, the enforceability and validity of the remainder of this agreement shall not be affected. If any provision of this agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent allowed by application law. 5. Successors. This agreement shall inure to the benefit of, and is binding upon, the parties and each of their successors, assigns, designers, trustees, executors, and administrators. 6. Application Law. This agreement shall be construed in accordance with and governed by the laws of Pennsylvania. IN WITNESS HEREOF, the parties have set their hands and seals below on the date first written above. STAN J. CATERBONE GENE BENNETT By:___________________ B:____________________ Stan J. Caterbone Gene Bennett

LEAD SHEET COMPANY ________________________________________________________ CONTACT _______________________________POSITION ________________ ADDRESS ___________________________________PHONE ________________ CITY _________________________________ STATE _______ ZIP ________ STATUS CODE 1 2 3 4 5 6 NOTES ___________________________________________________________ _________________________________________________________________ _________________________________________________________________ COMPANY ________________________________________________________ CONTACT _______________________________POSITION ________________ ADDRESS ___________________________________PHONE ________________ CITY _________________________________ STATE _______ ZIP ________ STATUS CODE 1 2 3 4 5 6 NOTES ___________________________________________________________ _________________________________________________________________ _________________________________________________________________ COMPANY ________________________________________________________ CONTACT _______________________________POSITION ________________ ADDRESS ___________________________________PHONE ________________ CITY _________________________________ STATE _______ ZIP ________ STATUS CODE 0 1 2 3 4 5 6 7 8 NOTES ___________________________________________________________ _________________________________________________________________ _________________________________________________________________ STATUS CODES: 0=MAILER 1=CD-ROM PROJECT 2=LASERTEX SOFTWARE 3=WORKSHOPS 4=SALES REP 5=REPLICATION 6=DEAD PROJECT 7=DEAD CLIENT 8=PRESS

TO: Dering FROM: Robertson DATE: 12/8/89 SUBJECT: 3RD LASERTEX Delivery The 3rd delivery of the LASERTEX software represents the final payment to Network Technology in Appendix B of our Agreement. All of the modules listed in Appendix B have been delivered and have been verified by Tom Brown. The Video tagging utility referred to in Tom Brown's report was delivered in two other modules in earlier deliveries The runtime generator is not part of Appendix B but will be delivered in the coming week. The runtime generator is used during the replication process to do the final compiling of the LASERTEX program. Overall the delivery of LASERTEX is totally complete to the point where sales can now be made. Based on Tom Brown's report, Appendix B of our Agreement and our evaluation of the LASERTEX software, I recommend that we make the final payment to Network Technology.

BOOTH EXHIBIT FEE $5,000 BOOTH SHIPPING $1,300 INSTALL LABOR $100 CARPET $160 ELECTRICAL LABOR $365 MATERIAL HANDELING $288 PLANT RENTAL $200 COMPUTER RENTAL $2,000 SUBTOTAL $9,413 TRAVEL & HOTEL AIRFARE X4 $1,600 HOTEL X4 $2,760 MEALS & ENTERTAIN $1,000 SUBTOTAL $5,360 DEMO PRODUCTION DESIGN\JERRY MUSSER $2,500 HARDWARE $2,000 LISA & GEORGE $200 PREMASTERING $500 MASTERING $2,500 LABOR $500 PRINTING $1,500 SUBTOTAL $9,700 MARKETING MAILING $400 TOTAL BUDGET $24,873 RADIO SHACK 02/08/90 $89 BRENEMAN $115

October 24, 2006 Appointment1.We are pleased to advise you that upon receipt by the undersigned of two copies of this letter signed on behalf of your organization in the space provided, your organization is appointed an authorized representative of American Helix Technology Corporation (hereafter referred to as "American Helix") to solicit orders for CD-ROM, CD-WORM and other optical publishing products and services described herein. This appointment is made subject to the terms and conditions set forth in this letter agreement. Non-Exclusive 2.American Helix reserves the right to appoint additional Appointment representatives in any area and to sell to customers of any nature in any market. Products Covered3.Your appointment is for the products and services designated on "Attachment A" as long as they are offered for sale by American Helix during the term of this agreement. American Helix is under no obligation to sell or continue to sell any of the products or services covered by this appointment and agreement. American Helix may at its sole discretion discontinue at any time the sale of any of these products or services. October 24, 2006 Area of 4.Your area of responsibility for soliciting Responsibilityorders (hereafter referred to as "area") is designated in "Attachment B". Performance5.You agree to maintain a level of performance which in the reasonable exercise of American Helix's judgment is deemed acceptable. At appropriate intervals American Helix may evaluate your performance as a representative. These evaluations will be based on your overall performance in obtaining orders in your area. Included will be measurements of your performance against the sales and market penetration goals of American Helix and measurements based on the additional factors outlined in "Attachment C". It is agreed that information regarding industry sales that is supplied to American Helix by the Optical Publishing Association may be used by American Helix in making such evaluations. You agree to give reasonable consideration to such recommendations as may be made by American Helix from time to time with respect to the adequacy of your performance. October 24, 2006 6.You agree to use your best efforts to solicit orders for American Helix products and services,

avoiding potential conflicts of interest. In this regard you acknowledge that the promotion, solicitation of orders for, sale or other marketing of competitive products and services by your organization, or by its affiliates, is likely to create a conflict adverse to your responsibilities as a representative of American Helix products and services.

Reports7.You agree to provide such reports, periodically or otherwise, of pertinent information regarding your solicitation of orders for American Helix products and services as American Helix in the reasonable exercise of its judgment may from time to time request. Such reports and information will be prepared in accordance with forms and instructions provided by American Helix.

Indemnity8.You agree to indemnify, protect and save American Helix and its affiliates harmless

from all claims, demands, suits or actions for damages to property or person asserted by any third party against American Helix as a proximate result of intentional or negligent acts or omissions to act on the part of your organization, its agents or employees.

Change of 9. You agree that "Attachment D" is an Ownership accurate

summary of information supplied by you concerning the ownership, control and management of your organization. You agree to give an immediate notice in writing:

a)Of any transaction or occurrence which alters or affects the ownership of the capital stock of

the organization, if a corporation; b)Of any change in the respective interests of the partners in the organization, if a partnership;

October 24, 2006 c)Of any transaction or occurrence which alters or affects the ownership of any part of the

business, if an individual proprietorship; and d)Of any transaction or occurrence that would materially reduce or impair the financial capacity

of the organization to discharge its obligations under this agreement.

Pricing and 10.American Helix will have the absolute right Terms to establish the prices, charges and terms governing the sale of its products and

services. Commissions 11.a) On each order (represented by a contract or Payable purchase

order) for products and/or services (hereafter referred to as "Order") solicited within and to be delivered to or rendered to a person or entity within your area, American Helix shall pay to you a commission at the rate of:

(i)10% on each Order for software and/or educational workshops; and (ii) 5% on the first $1,000,000 aggregate amount of Orders (except Orders for software

and/or educational workshops) received by American Helix during any agreement year hereunder;

4% on the aggregate amount of Orders (except Orders for software and/or educational

workshops) received by American Helix during any agreement year hereunder in excess of $1,000,000 but not more than $3,000,000; and

October 24, 2006 3% on the aggregate amount of Orders (except Orders for software and/or

educational workshops) received by American Helix during any agreement year hereunder in excess of $3,000,000.

For the purpose of this paragraph 11, an "agreement year" shall mean any twelve month period

beginning on the date of this agreement or any anniversary date during the term or any renewal thereof. American Helix further agrees to pay you commissions for Orders solicited by you outside the area and accepted by American Helix.

b)Commissions shall be deemed earned by you upon receipt by American Helix of amounts

against the invoice rendered for each Order or part of an Order. Commissions earned by you shall be computed on the net amount of the invoice rendered for each Order or part of an Order, exclusive of freight and transportation costs (including insurance), normal and recurring bona fide trade discounts and any applicable state or similar taxes.

c)Commissions due will be paid on the third Friday of each month on amounts received against

invoices during the preceding month.

October 24, 2006 d)If this Agreement shall terminate for any reason whatsoever: 1)You shall be entitled to receive your full Commissions determined in accordance with the

provisions of this Paragraph 11 with respect to Orders solicited prior to the effective date of such termination, provided such Orders are accepted by American Helix within three (3) years after the termination date, regardless of when shipments of products are made, services are rendered or invoices delivered.

2)You shall be entitled to receive your full Commissions determined in accordance with the

provisions of this Paragraph 11 with respect to all Orders received from customers of American Helix for three (3) years after the date of said termination, provided that you were responsible for making the initial solicitation of such customer which resulted in the first Order for products and/or services ever received by American Helix from such customer.

You agree that the compensation as provided in this paragraph 11 shall constitute full payment

for your services rendered under this agreement and appointment.

October 24, 2006 Handling and 12.You shall forward to American Helix the original copy of Acceptance ofeach completed Order obtained by you not later than Orders three (3)

days(exclusive Orders Saturdays, Sundays and national legal holidays) immediately following receipt thereof

by you. All said contracts and orders shall be subject to acceptance or rejection by American Helix. Acceptance shall not be unreasonably withheld. In all cases, rejections shall be given by written notice to the customer, with a true copy thereof to you. Acceptance of an Order shall be deemed to have occurred at the earlier of (i) American Helix's written notice thereof to the customer (with a true copy to you), (ii) American Helix's rendering an invoice therefore, or (iii) American Helix's failure to properly give written notice of rejection to the customer within sixty (60) days after your forwarding the Order to American Helix. Although American Helix shall not unreasonably withhold acceptance of any Order, American Helix does reserve the right to reject any Order solicited by you for any valid good faith business reason which in the considered and reasonable judgment of American Helix is sufficient grounds for rejection.

Invoices and 13.All invoices in connection with Orders solicited by you Collectionsshall be sent and delivered directly to the customer by American Helix, with a true

copy thereof to be forwarded by American Helix to you, whether or not any commission to you is involved in the transaction. Full responsibility for all collections and bad debts rests with American Helix, which exercises complete control over the approval of all customer credits, orders and contracts. American Helix shall have no right to debit you for the loss of any sum involved in any invoice from American Helix to the customer, unless that customer be you.

October 24, 2006 You shall forward promptly to American Helix any and all monies or remittances in any form which you may collect or which may be placed in

your hands by customers of American Helix. Furthermore, you shall make no allowances or adjustments in accounts, or authorize the return of any products, unless given specific advance authorization, in individual cases, in writing by American Helix.

Selling Aids, 14.American Helix shall supply to you, without cost, from time to time, at

your Supplies and place of business, reasonable quantities of American Helix's advertising and Promotion promotional literature, samples, displays, drawings, and other information as

designed and made available by American Helix, which would be helpful in procuring Orders. American Helix shall strive diligently to maintain and enhance the reputation, usefulness and acceptance of its products and services, and in all reasonable and proper ways to assist you in promoting the sale of products and services in the area and to selected customers.

Assistance 15.American Helix shall, as reasonably requested by you (a) and Trainingrender advice to you in connection with your soliciting Orders, (b) familiarize you with the operation of the products,

and (c) render assistance to you in training your employees, agents and representatives, if any, in connection with soliciting Orders. You agree that your em other representatives.

October 24, 2006 Availability 16.During the term of this Agreement, American Helix of Information shall, at its

expense, promptly make available to you and, where appropriate, to customers solicited by you, copies of American Helix's brochures, purchase order and contract forms and other information reasonably necessary for your performance under this Agreement, all with the same degree of promptness and quality as American Helix furnishes and makes the same available to its other representatives and customers.

Improvements 17.If American Helix makes any improvement(s) in any of the products

and/or services, American Helix shall promptly advise you of such improvement(s) and provide full and complete information and details with respect thereto, it being understood that all such improvement(s) shall be made available to customers solicited by you. American Helix shall use all reasonable commercial efforts to maintain and enhance the quality, usefulness and acceptance of the products and services, and, in all reasonable and proper ways, to advertise and promote the products and services in the area.

Warranty 18.American Helix shall furnish to each customer solicited by you,

American Helix's "Standard Warranty" covering the products and/or services, such warranty to be established by American Helix from time to time. Said Standard Warranty shall contain a statement to the effect that no person or entity is authorized to make any warranty or representation other than as set forth in the Standard Warranty, and that the customer may not rely on any other warranty or representation.

October 24, 2006 Relationship 19.You are not an employee of American Helix for any Created purpose

whatsoever, but are an independent contractor. All expenses and disbursements, including, but not limited to, those for travel and maintenance, entertainment, office, clerical and general selling expenses, that may be incurred by you in connection with this Agreement shall be borne wholly and completely by you, and American Helix shall not be in any way responsible or liable therefore, except in such cases where American Helix has specifically requested you to undertake special travel and perform special tasks, in which cases American Helix shall reimburse you for such expenses. You do not have, nor shall you hold yourself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon American Helix, or to pledge American Helix's credit, or to extend credit in American Helix's name unless American Helix shall consent thereto in advance in writing. You shall have the right to appoint or otherwise designate suitable and desirable salesmen, employees, agents and representatives (herein collectively referred to as your "Representatives"). You shall be solely responsible for your Representatives and their acts. Your Representatives shall be at your own risk, expense and supervision, and your Representatives shall not have any claim against American Helix for salaries, commissions, items of cost, or other forms of compensation or reimbursement, and you represent, warrant, and covenant that your Representatives shall be subordinate to you and subject to each and all of the terms, provisions, and conditions applying to you hereunder.

October 24, 2006 Trademarks and 20.No right in the trademarks, trade names, service marks Trade Namesor service names (the "Marks") owned or licensed by American Helix or others is

conferred upon you. Such Marks may not be used in any manner contrary to the established policies of American Helix. Upon termination of this agreement, any and all use of such Marks in the conduct of your business must be discontinued.

21.Following are certain provisions on the use of such Marks: a)You shall not use or permit your employees, agents or other representatives to use any Mark

owned or licensed by American Helix or others in products and/or services covered by this agreement, except in connection with the sale of the product or service to which such Mark relates.

b)You shall not use or permit your employees, agents or other representatives to use any such

Mark in any manner which may mislead or confuse the public as to the origin of the products and/or services.

c)For the duration of this agreement and thereafter you will do nothing that will in any way

infringe, impair or lessen the value of the patents or Marks under which any of the products or services are sold, or do anything that will tend to prejudice the reputation or sale of any such products or services.

October 24, 2006 Terms and 22.The term of this agreement and appointment will commence Termination on

and will expire Conditions and terminate on. Upon the expiration of this term, or any renewal thereof, then

this agreement and appointment will automatically renew for an additional one year term on the terms and conditions set forth herein unless either party shall have given to the other at least thirty (30) days prior written notice of its intent not to renew. By entering into this Agreement and accepting this appointment you agree that thirty (30) days notice of intent not to renew constitutes reasonable notice thereof.

Prior to the expiration of this term or any renewal thereof, this agreement and appointment

may be terminated as follows: a)You shall have the privilege to terminate this agreement and appointment at any time for any

reason upon thirty (30) days written notice to American Helix and thereafter to discontinue handling the American Helix products and services covered by such agreement and appointment.

b)American Helix may terminate this agreement and appointment at any time for good cause

upon thirty (30) days written notice to you. "Good cause" shall include but not be limited to your failure adequately to represent American Helix in connection with soliciting Orders for the products and services covered by this agreement or your failure adequately to promote such products and services in your area.

October 24, 2006 In exercising its best judgment as to whether you have adequately represented American Helix

in your area, it is agreed that among the factors upon which American Helix may rely, in addition to those factors specifically referred to in Attachment "C", is a comparison of the volume of Orders solicited by you in your area with total industry sales of comparable products and services in that area.

c)American Helix may terminate this agreement and appointment at any time immediately

upon written notice for: (i)Any assignment or attempted assignment by you of any interest in this agreement and

appointment without American Helix's prior written consent.

(ii) Any sale, transfer, or relinquishment, voluntary or involuntary, by operation of law or

otherwise, of any material interest in the direct or indirect ownership of your business or any material change in your management, without prior written approval from American Helix, which approval will not unreasonably be withheld.

(iii) Your insolvency, or a composition among your creditors, or the filing of a voluntary

appointment of a referee, trustee, conservator, or a receiver for substantially all of your property.

October 24, 2006 (iv) A change in the nature of your business, including but not limited to a change in the

lines or brands of products and services handled by you, or companies affiliated with you through ownership, the probable effect of which is, in American Helix's judgment, to adversely affect or conflict with your ability to fully and effectively promote and sell American Helix products and services.

(v)Breach or default on your part of any of the terms, obligations, covenants, representations

or warranties under this agreement which is not waived in writing by American Helix, which breach or default you have not remedied within thirty (30) days after prior written notice from American Helix that if such breach or default shall not be remedied within thirty (30) days, this agreement and appointment shall be terminated.

Termination or 23.In the event this agreement and appointment Expiration is terminated, whether by you or by American Helix, you shall immediately

and forever cease to solicit Orde

rs or to represent in any manner that you are associated w

ith American Helix. Upon termination, you shall return

or cause to be returned to American Helix, all equipment, a

ll manner of identification, decals, advertising material

, promotional material, contract forms and other material

s not previously returned to American Helix or previously

expended in solicitation activities which have been fu

rnished by American Helix in connection with this agree

ment and appointment and will not thereafter hold out to t

he public that you are an authorized representative of or o

therwise connected with American Helix.

October 24, 2006 Confidentiality 24.By entering into this agreement and accepting this appointment you

acknowledge that the performance of this agreement will involve the disclosure and use of confidential and proprietary information of American Helix, including, but not limited to, manufacturing and production processes and the equipment used therein, marketing plans, marketing and sales strategies, business plans, software, documentation, financial information, technical plans and designs and the like. You hereby agree to hold such information disclosed to you by American Helix in the strictest confidence and not to disclose such information to any person or entity at any time hereafter, except to your employees, agents and other representatives, limited to the maximum extent possible to carry out the purposes of this agreement and appointment. Your obligations under this paragraph 24 shall survive termination of this agreement and appointment but shall not apply to any information (a) known to you prior to the date such information was acquired from American Helix, (b) which was or has become available to the public in general through no fault of yours, or (c) was or is received from a third party who has the legal right to disclose the same.

Pennsylvania Law 25.All transactions between you and American Helix shall be deemed to take

place in the Commonwealth of Pennsylvania. All such transactions and all questions of construction, interpretation and performance of this agreement and any amendments and supplements hereto shall be governed by the substantive laws of the Commonwealth of Pennsylvania. Should any provisions of this agreement and appointment in any way violate any law, such provision shall be deemed deleted but the remainder of the agreement and appointment shall remain in full force and effect.

October 24, 2006 Waiver 26.The waiver of any requirement in this agreement and appointment by

either party shall not be construed as a waiver of the same requirement at a subsequent time or as a waiver of any other requirement herein contained.

Notices 27.Any notice given under this agreement and appointment shall be

deemed to have been sufficiently given when sent by United States registered or certified mail addressed to the parties at the addresses set forth in this agreement, or as subsequently changed by notice duly given. The date of mailing shall be deemed the date on which notice has been given.

Assignment 28.American Helix reserves the right to assign this agreement to any affiliate or

subsidiary thereof. Effective 29.This agreement and appointment will become effective upon receipt by the

undersigned of a copy thereof, signed by a duly authorized representative of your organization.

Sincerely, AMERICAN HELIX TECHNOLOGY CORPORATION By: Accepted and agreed to this day of , 19 . By:

October 24, 2006 Attachment "A" PRODUCTS AND SERVICES SUBJECT TO THIS AGREEMENT LASERTEX DELIVERY AND PUPLISHING SOFTWARE CD-ROM DEVELOPMENT PROJECTS ADVANCED TECHNOLOGY WORKSHOPS CD-ROM REPLICATION

October 24, 2006 Attachment "B" AREA OF RESPONSIBILITY (PLEASE FILL IN)

October 24, 2006 Attachment "C" American Helix may evaluate each of its representatives at appropriate intervals. The objective

is to rate each representative on a fair and equitable basis and to point out to the representative the strengths and weaknesses in its performance and capabilities and to encourage the representative to develop a program to overcome any weaknesses.

Some basic characteristics or factors which reflect the strengths or weaknesses of a

representative have been identified and will form a basis for evaluation: 1.Order Performance by Product and Service Category in Area of Responsibility. 2.Quality and Coverage of Field Force. 3.Local Advertising Program. 4.Technical Support. 5.Product and Services Training and Support. 6.Promotion Training and Support. 7.Representative Management.

October 24, 2006 Attachment "D" SUMMARY OF REPRESENTATIVE OWNERSHIP (PLEASE FILL OUT)

April 25, 1990 Lucy Griffen American Bankers Association 1120 Connecticut Ave., N. W. Washington, D. C. 20036 Dear Lucy: As per our conversation, enclosed you will find the materials that I had promised to you prior to our meeting of May 29th. This information is intended to give you some meaningful insight into the methodology of CD-ROM technology. I do not expect you to complete the "CD-ROM PROJECT PROFILE", however if you can fill out any of the questions, it certainly may be helpful. I look forward to our meeting, and If anything should come up, please call. Best Regards, Stan J. Caterbone Director of Marketing, Advanced Media Group Enclosure ABA/sjc

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. CONTINUED Lucy H. Griffen, June 8, 1990 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., ABA01 FAX

June 22, 1990 Joan Gervino American Bankers Association 1120 Connecticut Ave., N. W. Washington, D. C. 20036 Dear Joan: Thank you for your time and the opportunity to look at your systems. I look forward to working with you on the Library project. As promised, please find the enclosed materials for your review. I hope this give you some insight into American Helix. In answer to your question regarding our current clients, the following is a partial list of clients that we have provided products and or services: Arthur Anderson & Company Commodore Business Machines, Inc. Advanced Systems Development (Pentagon) Amp, Inc. Bell Atlantic National Institute of Standards & Tech. Please call when you have the sample data available. If I can be of any assistance, let me know. Regards, Stan J. Caterbone Director, Advanced Media Group LTD., GERV001

I need 200-300 mb of data to produce a demo disc. This will be a fully functional disc that can be used in a production environment. Your only cost will be the replication cost of the discs you wish to use. Requirements: Data must be in electronic form Data may be full text or raw data record No further treatment of raw data is necessary Client may participate in the design Client must submit progress reports to CD-ROM Enduser Client must allow the demo to be distributed Client will receive a fully functional disc where the total size,

including indexes and retrieval engine, are equal to or less than the original data size.

If interested, please contact Scott Robertson at (717) 872-6226

September 28, 1989 American Diabetes Association Lancaster Chapter 630 Janet Ave. Lancaster, PA 17603 Dear Sir or Madam, Enclosed with this letter you find a check for $105.00 which is being donated to your association in memory of Albert Dering. His son, David Dering is President of American Helix and this money was donated by his friends and fellow employees. Thank you for your continued efforts in Diabetes research and treatment. Very truly yours, American Helix Employees Michael A. Topper General Manager

AMERICAN HELIX ADVANCED MEDIA GROUP MAILER/TEASER The American Helix Advanced Media Group's main objective is to assist businesses, governments and agencies to develop In-House Optical Publishing products and services. In approaching this goal, American Helix has pioneered an organization that will provide its clients with the necessary tools and technology to develop, grow and continue their distribution of Optical Publishing information applications. Utilizing a philosophy predicated on the concept that knowledge is power, the Advanced Media Group has developed an exciting, state-of-the-art cirriculum of Advanced Technology Optical Publishing Workshops. These Workshops provide the central support system for all Advanced Media Group products and services. The American Helix Advanced Media Group is proud to offer the following products and services to its Optical Publishing Audience.

CD-ROM PROJECT DEVELOPMENT SERVICES American Helix provides a full-menu CD-ROM Project Development Service beginning

with project design and continuing through on-site replication services. American Helix delivers a variety of a-la-carte services tailored to the induvidual needs of our clients. These sevices offer an access into In-House Optical Publishing, which is supported by other Advanced Media Group products and services.

* Complete Menu of CD-ROM Services * Design, Customization & Simulation * Data Conversion, Pre-mastering & Mastering * Visual Design, Replication and Packaging * Product Fulfillment * CD-ROM Familiarization for you/your end-users CD-ROM REPLICATION SERVICES Utilizing third-generation technology, American Helix possesses one of the most

advanced replication facilities inexistence. All CD-ROM replication is "Free" to all clients utilizing the LASERTEX Publishing and Delivery System.

* Project Management * Pre-mastering Services * Mastering Services * Visual Design * Fulfillment

LASERTEX PUBLISHING AND DELIVERY SYSTEMS In an effort to make In-House Optical Publishing affordable to all markets, the American

Helix Advanced Media Group has developed the LASERTEX Publishing and Delivery System. It enables you to build customized, interactive information applications by interacting text, data, images, graphics, audio, and full motion video information assets.

* Affordable In-House Optical Publishing Capabilities * Open Architecture Authoring and Retrieval Software * Full Multimedia Authoring Capabilities * Modular Components For Customization * Support by a Curriculum of Advanced Technology Workshops * Distributor and Marketing Licensing Plans ADVANCED-TECHNOLOGY OPTICAL PUBLISHING WORKSHOP The American Helix Advanced Media Group is devoted to providing superior educational

services to those interested in the business of Optical Publishing. In response to exploding technology and a rapidly expanding marketplace, a wide selection of courses and workshops provides in-depth working knowledge of the technology , industry standards, product applications, and business opportunities. Live demonstrations and hands-on training, to supplement the instructor's explanations, are available in several courses.

* Implementing CD-ROM Technology * Optical Publishing Business Opportunities * In-House Optical Publishing * LASERTEX Franchise Training * Implementing Interactive Video * Exploring DV-I Technology * Exploring CD-I Technology * Exploring Laserdisk Technology ADVANCED MEDIA RESEARCH AND DEVELOPMENT PROJECTS The American Helix Advanced Media Group is committed to devoting time, energy and

resources to the research and development of new or improved technologies that will contribute to the advancement of the Optical Publishng industry. Through the employment of special projects, American Helix continually seeks to improve its own existing products and services, as well as others currently being marketed throughout the industry.

* CD-ROM/WORM Technologies * Exhibit Technologies * Interactive Video Technologies * Technology Transfer Projects

AMERICAN HELIX/ADVANCED MEDIA GROUP FOLDER CONTENTS The American Helix Advanced Media Group provides a complete roster of Optical Publishing Products and Services. CD-ROM PROJECT DEVELOPMENT SERVICES American Helix provides a full-menu CD-ROM Project DevelopmentService

beginning with project design and continuing through on-site replication services. American Helix delivers a variety of a-la-carte services tailored to the induvidual needs of our clients. These sevices offer an access into In-House Optical Publishing, which is supported by other Advanced Media Group products and services.

* Complete Full Menu of CD-ROM Services * Design, Customization, & Simulation * Data Conversion, Pre-mastering, & Mastering * Visual Design, Replication, and Packaging * Product Fulfillment * Making CD-ROM understandable to you and your end-users CD-ROM REPLICATION SERVICES Utilizing third-generation technology, American Helix possesses one of the

most advanced replication facilities inexistence. All CD-ROM replication is "Free" to all clients utilizing the LASERTEX Publishing and Delivery System.

* Project Management * Premastering Services * Mastering Services * Visual Design * Fulfillment LASERTEX PUBLISHING AND DELIVERY SYSTEMS * Affordable In-House Optical Publishing Capabilities * Open Architecture Authoring and Retrieval Software * Full Multimedia Authoring Capabilities * Modular Components For Customization * Supported by a Curriculum of Advanced Technology Workshops * Distributor and Marketing Licensing Plans ADVANCED TECHNOLOGY OPTICAL PUBLISHING WORKSHOP * Implementing CD-ROM Technology * Optical Publishing Business Opportunities * In-House Optical Publishing * LASERTEX Franchise Training * Implementing Interactive Video * Exploring DV-I Technology * Exploring CDI Technology * Exploring Laserdisc Technology ADVANCED MEDIA RESEARCH AND DEVELOPMENT PROJECTS * CD-ROM/WORM Technologies * Exhibit Technologies * Interactive Video Technologies * Technology Transfer Projects CURRICULUM PHILOSOPHY

OPTICAL PUBLISHING

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THE EXPLOSIVE TECHNOLOGY OF THE INFORMATION AGE American Helix is devoted to providing superior educational services to those interested in the business of Optical Publishing. Our goal is to enable publishers, businesses and agencies to understand the technology well enough to make the in-house Optical Publishing facility a profit center and their Optical Publishing business a success. We firmly believe that this educational effort will contribute to accelerated growth in the technology, and will ultimately result in the industry reaching a wider and more diversified marketplace. Network Technology, with 10 years experience in advanced technology education, and American Helix have developed the only comprehensive "state of the art" integrated technology curriculum for Optical Publishing. It is acknowledged as one of the most exciting and effective training programs in the industry today. In response to this explosive technology and a rapidly expanding marketplace, a wide selection of courses and workshops provide in-depth working knowledge of the technology, industry standards, product applications and business opportunities. Live demonstrations and hands-on training to supplement instructor presentations are available in many courses. Our educational programs are tailored to the needs of the participants and include the following objectives: * To provide the necessary foundation for effective business decisions regarding investment, project selection, design, and development of Optical Publishing projects. * To provide detailed information and explore the business

opportunities that are available in the Optical Publishing industry.

* To show prospective optical publishers how to overcome the seven obstacles to profitability and success in Optical Publishing.

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*To provide detailed understanding of information preparation

activities for text, data, images, graphics, audio and video and to explore methodologies for organizing diverse information assets into effective information applications.

*To provide an understanding of the critical importance of

standards in the Optical Publishing industry and the role of the Open Electronic Publishing Architecture.

*To provide technical insight into the merits of the new interactive

video technologies, CD-I and DVI, along with applications and publishing opportunities.

*To provide in depth working knowledge of all aspects of multimedia

Optical Publishing technology, including search, browse, and knowledge based applications.

*To provide ongoing educational support before and after the purchase of

Optical Publishing products and services.

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COURSE INSTRUCTORS Mr. Thomas S. Vreeland is an expert in the areas of Data Communications, Networking, Knowledge Based Systems, Electronic Publishing, and CD-ROM Technology. He served during the last twenty years as manager, designer, and director of government and private industry data processing systems. He was the principal architect for the STARS network, a large nationwide integrated digital communications system, and is the President of Network Technology Corporation -- a leader in Electronic Publishing Technology and Open System Network Design. Mr. Vreeland has authored numerous courses that have been taught on-site and for public groups in this country and around the world and have been translated into several foreign languages: * Network Management and Control * Data Communications Systems Design * IBM's Systems Network Architecture * Implementing X.25 Systems * Electronic Message Systems Protocol * Artificial Intelligence and Expert Systems * Graphics Systems Protocols * Network Design and Analysis * Implementing Local Area Networks He has lectured during the last six years in the United States and in Europe and has prepared technical experts to teach others his Advanced Technology Courses. Mr. Richard Weigand has responsibility for the design and implementation of large-scale advanced technology projects in a large government agency. His areas of special expertise include Microcomputer Applications, Satellite Communications Technology, and the implementation of Distributed Computer Systems. He has worked in these fields for the last ten years, has written advanced technology courses on Optical Publishing and interactive video and has conducted workshops throughout the United States. He is currently conducting research in digital interactive video and video compression technology. Ms. Amy Kovarick has in depth expertise in optical publishing. She has directed government and private industry CD-ROM and WORM projects, designed information application authoring software, documentation and trained groups in CD-ROM technology and project management. She is the Manager of Optical Publishing for Network Technology Corporation and runs the clearinghouse for the Open Electronic Publishing Architecture standards effort. THE COURSES INCLUDE THE FOLLOWING LEARNING MATERIALS * Student Course Textbook * Hands-on Learning Software * Technology Publications

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* Electronic Publishing Glossary * Bibliography Keyed to Course * Technology Resource Directory * Excerpts from Standards Documents * Course Index

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IMPLEMENTING CD-ROM TECHNOLOGY 4 DAYS COURSE OVERVIEW "Implementing CD-ROM Technology" is a detailed study of the technology involved in publishing and delivering information applications on CD-ROM and other optical media. It gives participants an in-depth working knowledge of the technology as well as an understanding of how the technology is implemented in a CD-ROM project and in the industry. The course covers CD-ROM hardware and software, the types of information used in CD-ROM applications, standards, and guidance on implementing the technology in a CD-ROM project. WHO SHOULD ATTEND? "Implementing CD-ROM Technology" was designed for a diverse audience, both those new to CD-ROM and those looking to deepen their knowledge and maintain currency. Those who will benefit most are CD-ROM publishers, system analysts, educators, technical writers, and others involved with the design specification and procurement of CD-ROM applications and systems. The course will also be valuable to anyone contemplating a CD-ROM publishing project or with responsibility for publishing systems and user documentation for large systems. COURSE CONTENTS ELECTRONIC/OPTICAL PUBLISHING CONCEPTS * Publishing and Delivery Overview * 7 Steps of Optical Publishing * Information Application Components OPEN ELECTRONIC PUBLISHING ARCHITECTURE * Benefits of Open Systems * The 7-Layer Model * Current Standards Efforts CD-ROM TECHNOLOGY * The CD-ROM Disc - Red Book, Yellow Book * Synchronization and Error Detection * Addressing, Access, and Transfer Rate * ISO 9660/High Sierra * Operating Systems and CD-ROM TEXT and DATA * Standard Generalized Markup Language (SGML) * Text Frames * Data Structure * Conversion and Preparation

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GRAPHICS and IMAGES * CD-Audio * Audio Fidelity vs. Storage * DVI, CD-I, CD-ROM XA * Audio/Visual Authoring Tools USER INTERFACE DESIGN * Full Text Search * Browse * Linear and Branching Presentation * Hypermedia Links * Advanced Interfaces * Human Factors Engineering HARDWARE * CD-ROM Drives * Display Options * Printers * Audio and Video Components * Delivery Workstation Configurations * Publishing Systems SOFTWARE * Retrieval Software * Authoring Systems/Publishing Tools * MD-DOS Extensions CD-ROM PUBLISHING PROJECTS * Tasks * Costs, Economic Decision Analysis * Staffing * Selection of Drives, Manufacturers, Software * Customized vs. Turnkey * In-House vs. Third Party * Shortcuts, Pitfalls CASE STUDIES * The Right Way and The Wrong Way * Government Application * Corporate In-House Application * Education/Training Application * Consumer Application THE FUTURE * Business Opportunities * Hypermedia and Interactive * New Technology

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OPTICAL PUBLISHING BUSINESS OPPORTUNITIES 2 DAYS COURSE OVERVIEW The "Optical Publishing Business Opportunities" course describes the optical publishing industry and its business opportunities. Specific issues to be discussed are optical publishing technology and trends, project implementation issues, business opportunities and marketing, and a case study of the LASERTEX optical publishing franchise. The course will help each participant develop a business plan and personal plan of action. WHO SHOULD ATTEND? Persons interested in making money with CD-ROM applications, including executives, project managers, entrepreneurs, and anyone who is a prospective LASERTEX developer, publisher, retailer, or service-center franchisee. COURSE CONTENTS OPTICAL PUBLISHING OVERVIEW * Text & Data * Graphics & Images * Audio & Video * Multimedia Issues PUBLISHING TECHNOLOGY AND ISSUES * Publishing Workstations * CD-ROM Pre-mastering, Mastering, and Replication * State of the Art Overview DELIVERY TECHNOLOGY AND ISSUES * Operating Systems and CD-ROM: MS-DOS Extensions * Application Software: Full Text, Browse, Interactive Presentation * Delivery Workstations: CPU, CD-ROM Drives, Display Monitors, Printers * State of the Art Overview THE OPTICAL PUBLISHING INDUSTRY * Application Examples * CD-ROM Manufacturers * CD-ROM Drive Manufacturers * Developers/Publishers (In-house & External) * Service Centers * Retailers * Industry Status LASERTEX OVERVIEW * Publishing and Delivery Software * Franchise Structure CASE STUDIES * Publishing an Application

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* Performing Information Preparation * Selling Franchises * Selling Applications LASERTEX LICENSING * Qualifications * Investment * Quality Standards * Benefits BUSINESS OPPORTUNITIES * Education * Government * Libraries * Corporations MARKETING AND PRICING * Packaging * Advertising * Distribution FUTURE TRENDS

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IN-HOUSE OPTICAL PUBLISHING 2 DAYS COURSE OVERVIEW The "In-House Optical Publishing" course is a specialized version of the "Optical Publishing Business Opportunities" course and is directed towards the special needs of large corporations and government agencies that are publishing CD-ROM applications in-house. Specific issues to be discussed are optical publishing technology and trends, project implementation issues, cost analysis, and a case study of the LASERTEX optical publishing franchise. The course will help each participant develop a project plan. WHO SHOULD ATTEND? Persons interested in creating in-house CD-ROM applications and anyone who is a prospective LASERTEX developer or publisher franchisee. COURSE CONTENTS OPTICAL PUBLISHING OVERVIEW * Open Electronic Publishing Architecture * Publishing Process * In-House Publishing Environment THE INFORMATION * Text & Data * Graphics & Images * Audio & Video * Multimedia Issues PUBLISHING TECHNOLOGY AND ISSUES * Publishing Workstations * CD-ROM Pre-mastering, Mastering and Replication * Stat of the Art Overview DELIVERY TECHNOLOGY AND ISSUES * Operating Systems and CD-ROM, MS-DOS Extensions * Application Software: Full Text, Browse, Interactive Presentation * Delivery Workstations: CPU, CD-ROM Drives, Display Monitors, Printers * State of the Art Overview

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THE OPTICAL PUBLISHING INDUSTRY * Application Examples * CD-ROM Manufacturers * CD-ROM Drive Manufacturers * Developers/Publishers (In-House) * Service Centers * Retailers * Industry Status LASERTEX OVERVIEW * Publishing and Delivery Software * Franchise Structure CASE STUDIES * Publishing an Application * Performing Information Preparation * Selling Franchises * Selling Applications LASERTEX LICENSING * Qualifications * Investment * Quality Standards * Benefits BUSINESS OPPORTUNITIES * Education * Government * Libraries * Corporations MARKETING AND PRICING * Packaging * Advertising * Distribution FUTURE TRENDS

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LASERTEX FRANCHISE TRAINING 5-10 DAYS COURSE OVERVIEW The "LASERTEX Franchise Training" course is designed to teach participants how to use the LASERTEX publishing software to publish LASERTEX CD-ROM applications successfully. The course also provides information on project management, cost projections, and distribution considerations. The participant will receive hands-on training for developing CD-ROM applications. WHO SHOULD ATTEND LASERTEX developer, publisher, and service center franchisees as well as persons interested in acquiring in-depth experience with CD-ROM publishing tools implementation. COURSE CONTENTS FRANCHISE BUSINESS ISSUES * Structures * Operations & Procedures LASERTEX * Overview * Hardware and Software * Demonstrations * Project Management APPLICATION DESIGN TEXT AND DATA * Information Preparation * Information Organization * Hands-on Training IMAGES AND AUDIO * Information Preparation * Information Organization * Hands-on Training AUDIO AND VIDEO * Information Preparation * Information Organization * Hands-on Training APPLICATION PRODUCTION

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PROJECT IMPLEMENTATION * Planning * Cost Analysis/Justification * User Requirements * Application Design * Information Preparation * Information Organization * Application Production CASE STUDIES * Corporate Application * Government Application

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IMPLEMENTING INTERACTIVE VIDEO TECHNOLOGY 5 DAYS COURSE OVERVIEW The "Implementing Interactive Video Technology" course is an intense study of interactive video technology. Participants will acquire overall knowledge as well as details on three important interactive video technologies - CD-I, DVI, and Laserdisc. The course will help participants determine the capabilities of interactive video, what types of application are possible, and what it takes to implement the technology. WHO SHOULD ATTEND? Anyone interested in using interactive video technology and learning about the similarities and differences between Laserdisc, DVI, CD-I. Those who will benefit most from the course are prospective interactive multimedia application designers and others involved in such projects. COURSE CONTENTS INTERACTIVE VIDEO CONCEPTS PROJECT STEPS ANALOG VIDEO FUNDAMENTALS DIGITAL VIDEO FUNDAMENTALS ANALOG AND DIGITAL AUDIO FUNDAMENTALS INTERACTIVE VIDEO SYSTEMS MICROCOMPUTER IMPLEMENTATION ISSUES INTRODUCTION TO DVI TECHNOLOGY DVI HARDWARE AND SOFTWARE DVI FEATURES & FUNCTIONS DVI STILL VIDEO IMAGES DVI VIDEO COMPRESSION TECHNOLOGY DVI DISC ORGANIZATION IMPLEMENTING DVI INTRODUCTION TO CD-I TECHNOLOGY CD-I HARDWARE AND SOFTWARE CD-I FEATURES & FUNCTIONS

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CD-I STILL VIDEO IMAGES CD-I VIDEO COMPRESSION TECHNOLOGY CD-I DISC ORGANIZATION IMPLEMENTING CD-I APPLICATIONS INTRODUCTION TO LASERDISC TECHNOLOGY LASERDISC HARDWARE AND SOFTWARE LASERDISC MEDIA CHARACTERISTICS LASERDISC FEATURES AND FUNCTIONS LASERDISC DISC ORGANIZATION IMPLEMENTING LASERDISC APPLICATIONS PUBLISHING TOOLS FOR INTERACTIVE MEDIA FUTURE OF INTERACTIVE MEDIA

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DVI INTERACTIVE VIDEO TECHNOLOGY 2 DAYS COURSE OVERVIEW The "DVI Interactive Video Technology" course is designed to provide detailed knowledge about DVI concepts and technology. It provides participants with the knowledge to begin working with DVI or to be able to decide if DVI will meet their requirements. The course includes discussions on analog and digital audio/video, DVI hardware and software, and DVI publishing tools. WHO SHOULD ATTEND? Project managers, system analysts, graphic and video artists, media specialists, instructional designers, educational and training professionals, and others interested in using DVI for interactive applications. COURSE CONTENTS INTERACTIVE VIDEO CONCEPTS * Historical Perspective * Interactive Applications * Analog vs. Digital * Media and Methods PROJECT STEPS * High-Level Design * Video Production * Audio Production * Post-Production Editing * Interactivity Authoring * Interactive Application Integration ANALOG VIDEO FUNDAMENTALS * Raster Scanning * Monochrome, Color, Composite Video * Formats - NTSC, PAL, SECAM, HDTV * Video Performance Measures * Artifacts * Equipment DIGITAL VIDEO FUNDAMENTALS * Compression Technology * Video Sampling and Quantization * Analog-to-Digital Conversion * Color Mapping * Artifacts

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ANALOG AND DIGITAL AUDIO FUNDAMENTALS * Recording, Editing and Mixing * Sampling and Quantizing * Compression * Synthetic Digital Audio * Standards and Trade-offs INTERACTIVE VIDEO SYSTEMS * Optical Storage Systems * Video Production Systems * Interactive Publishing Systems * Open Electronic Publishing Architecture * DVI, CD-I, CD-ROM XA MICROCOMPUTER IMPLEMENTATION ISSUES * PC System Architectures * Data Rates and Constraints * Requirements - Video Processor, Digital Audio, Mass Storage, RAM * I/O Devices * Software INTRODUCTION TO DVI TECHNOLOGY * Architecture * Software Interface * Hardware Requirements * DVI & Standards * Status DVI HARDWARE * Video Display Processor Chip Set * VDP 2 Hardware Functionality * VDP 1 Hardware Functionality * Audio Compression Hardware * Frame Grabbing Hardware * I/O Hardware Functionality DVI SOFTWARE * DVI Graphics Model * Supported Display Monitors * Graphics Data Structures * Graphics Routines * DVI Development Environment FEATURES & FUNCTIONS * Initialization * DVI Text Functions * Drawing Primitives * Using WARP Capabilities * Transitions * Audio Control Capabilities

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DVI STILL VIDEO IMAGES * Still Video Image Options * Video Digitizing * Image Manipulation Functions * Still Image Compression, Transitions, Processing, and Special Effects DVI VIDEO COMPRESSION TECHNOLOGY * Simple Compression Techniques * Interpolative Techniques * Predictive Techniques * Transform Coding Techniques * Presentation Level Compression * Edit Level Compression DISC ORGANIZATION * Volume Descriptor * Disc Labeling * Path Table and Directories * Interleaved File Formats * File Organization IMPLEMENTING DVI * Availability of Software & Hardware * Trends * Costs PUBLISHING TOOLS FOR INTERACTIVE MEDIA * Primitive Programmer Tools & Interfaces * Stand-Alone Authoring Tools * DVI Publishing Tools * Universal Publishing Tools FUTURE OF INTERACTIVE MEDIA * Applications * Optical Storage Media * Open Electronic Publishing * Consumer Opportunities

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CD-I INTERACTIVE VIDEO TECHNOLOGY 2 DAYS COURSE OVERVIEW The "CD-I Interactive Video Technology" course is designed to provide detailed knowledge about CD-I concepts and technology. It provides participants with the knowledge to begin working with CD-I or to be able to decide if CD-I will meet their requirements. The course includes discussions on analog and digital audio/video, CD-I hardware and software, CD-I features, and CD-I publishing tools. WHO SHOULD ATTEND? Project managers, system analysts, graphic and video artists, media specialists, instructional designers, education and training professionals, and others interested in using CD-I for interactive applications. COURSE CONTENTS INTERACTIVE VIDEO CONCEPTS * Historical Perspective * Interactive Applications * Analog vs. Digital * Media and Methods PROJECT STEPS * High-Level Design * Video Production * Audio Production * Post-Production Editing * Interactivity Authoring * Interactive Application Integration ANALOG VIDEO FUNDAMENTALS * Raster Scanning * Monochrome, Color, Composite Video * Formats - NTSC, PAL, SECAM, HDTV * Video Performance Measures * Artifacts * Equipment DIGITAL VIDEO FUNDAMENTALS * Compression Technology * Video Sampling and Quantization * Analog-to-Digital Conversion * Color Mapping * Artifacts

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ANALOG AND DIGITAL AUDIO FUNDAMENTALS * Recording, Editing and Mixing * Sampling and Quantizing * Compression * Synthetic Digital Audio * Standards and Trade-offs INTERACTIVE VIDEO SYSTEMS * Optical Storage Systems * Video Production Systems * Interactive Publishing Systems * Open Electronic Publishing Architecture * DVI, CD-I, CD-ROM XA MICROCOMPUTER IMPLEMENTATION ISSUES * PC System Architectures * Data Rates and Constraints * Requirements - Video Processor, Digital Audio, Mass Storage, RAM * I/O Devices * Software INTRODUCTION TO CD-I TECHNOLOGY * Architecture * Software Interface * Hardware Requirements * CD-I & Standards * Status CD-I HARDWARE * Video Processor * Audio Processing Unit * CD-Drive/Player * Hardware I/O Device Functionality CD-I SOFTWARE * CD-I Display Control Program * CD-RTOS Operating System * The Kernel * File Managers * Drivers FEATURES & FUNCTIONS * Start Up Procedures * CD-I Text Features * CD-I Sand Maps * CD-I Audio Control * Video Image Planes * Visual Effects * Transitions * Real Time Interactivity

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CD-I STILL VIDEO IMAGES * Still Video Image Options * Video Digitizing * DYUV Images * CLUT Images * RGB 5:5:5 Images * Run Length Images CD-I VIDEO COMPRESSION TECHNOLOGY * Video Compression Options * Video Compression Limitations * Video Compression Techniques DISC ORGANIZATION * Volume Descriptor * Disc Labeling * Path Table and Directories * Interleaved File Formats * CD-I Sector Format * CD-I Audio Sectors * CD-I Video Sectors * Interleaved File Formats * File Organization IMPLEMENTING CD-I APPLICATIONS * CD-I Application Concepts * Creating Audio Visual Assets * Indexing Audio Visual Assets * Planning Use of System Resources * Using The Kernel * Using The File Managers * Real Time Control And Synchronization * Application Example PUBLISHING TOOLS FOR INTERACTIVE MEDIA * Primitive Programmer Tools & Interfaces * Stand-Alone Authoring Tools * CD-I Publishing Tools * Universal Publishing Tools FUTURE OF INTERACTIVE MEDIA * Applications * Optical Storage Media * Open Electronic Publishing * Consumer Opportunities

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LASERDISC INTERACTIVE VIDEO TECHNOLOGY COURSE OVERVIEW The "Laserdisc Interactive Video Technology" course is designed to provide detailed knowledge about Laserdisc concepts and technology. It provides participants with the knowledge to begin working with Laserdiscs or be able to decide if the Laserdisc technology will meet their requirements. The course included information on Laserdisc video and audio capabilities, hardware and software, features, and publishing tools. WHO SHOULD ATTEND ? Project managers, system analysts, graphics and video artists, media specialists, instructional designers, education and training professionals, and others interested in using Laserdisc for interactive applications. COURSE CONTENTS INTERACTIVE VIDEO CONCEPTS * Historical Perspective * Interactive Applications * Analog vs. Digital * Media and Methods PROJECT STEPS * High-Level Design * Video Production * Audio Production * Post-Production Editing * Interactivity Authoring * Interactive Application Integration ANALOG VIDEO FUNDAMENTALS * Raster Scanning * Monochrome, Color, Composite Video * Formats - NTSC, PAL, SECAM, HDTV * Video Performance Measures * Artifacts * Equipment DIGITAL VIDEO FUNDAMENTALS * Compression Technology * Video Sampling and Quantization * Analog-to-Digital Conversion * Color Mapping * Artifacts

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ANALOG AND DIGITAL AUDIO FUNDAMENTALS * Recording, Editing and Mixing * Sampling and Quantizing * Compression * Synthetic Digital Audio * Standards and Tradeoffs INTERACTIVE VIDEO SYSTEMS * Optical Storage Systems * Video Production Systems * Interactive Publishing Systems * Open Electronic Publishing Architecture * DVI, CD-I, CD-ROM XA MICROCOMPUTER IMPLEMENTATION ISSUES * PC System Architectures * Data Rates and Constraints * Requirements - Video Processor, Digital Audio, Mass Storage, RAM * I/O Devices * Software INTRODUCTION TO LASERDISC TECHNOLOGY * Laserdisc Concepts * Laserdisc Implementations * Software Interface * Hardware Requirements * Laserdisc Standards * Status of Laserdisc Industry LASERDISC HARDWARE * Laserdisc Player * Computer System * TV Monitor * Computer Monitor and Overlay Board * Touch Screen and Pointer Interfaces LASERDISC SOFTWARE * Software Environment * EIDS * Info-Windows * Other Software Delivery Implementations * Laserdisc Development Environment LASERDISC MEDIA CHARACTERISTICS * Physical Media Standards * Format Specifications * CLV & CAV Discs * Digital & Analog Audio * Analog Video

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FEATURES & FUNCTIONS * Start Up and Initialization * Laserdisc Function Classes * Video Search, Video Play * Still Frame Display * Audio Play and Track Control * Video Transitions DISC ORGANIZATION * Volume Descriptor * Disc Labeling * Frame Addresses * Interleaved Digital File Formats IMPLEMENTING LASERDISC APPLICATIONS * Laserdisc Application Concepts * Creating Audio Visual Assets * Indexing Audio Visual Assets * Optimizing System Resources * Synchronization and Control * Applications Examples PUBLISHING TOOLS FOR INTERACTIVE MEDIA * Primitive Programmer Tools & Interfaces * Stand-Alone Authoring Tools * Laserdisc Publishing Tools * Universal Publishing Tools FUTURE OF INTERACTIVE MEDIA * Applications * Optical Storage Media * Open Electronic Publishing * Consumer Opportunities

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LASERTEX FACT SHEET I) WHAT IS LASERTEX? LASERTEX is an electronic publishing and delivery software. It enables you to build customized, interactive Information Applications by integrating text, data, images, graphics, audio and video information. II) APPLICATIONS LASERTEX enables both computer novices and computer experts to design and create a CD-ROM application in house in an intuitive, user friendly environment. Using LASERTEX, you can develop applications customized to your own information and your end-users needs. INFORMATION APPLICATION EXAMPLES * Repair & Maintenance Manuals * Interactive Video Training Materials * Parts Catalogs, Directories * Museum Collection Pictorials * Reference Materials: Periodicals, Textbooks * Government Documents and Databases * Legal Storage and Retrieval Systems III) THE LASERTEX PUBLISHING SYSTEM The LASERTEX Publishing software consists of four sets of tools that correspond to the steps involved in the development of information applications. 1) Application Design - Initial Design and creation of a prototype of the

application. 2) Information Preparation - Preparing and converting the text, data, images,

graphics, audio and video to standard formats. 3) Information Organization - Creating structures that organize and link the information together for retrieval. 4) Application Production - Optimizing and customizing the application software and

information assets for use on CD- ROM or other optical media. The resulting information application can be submitted to a CD-ROM manufacturing plant for replication and for distribution to end-users. IV) FEATURES The following features set LASERTEX apart from other optical disc retrieval software and authoring systems. 1) Advanced Capabilities - LASERTEX is a-state-of-the-art authoring system designed

especially for electronic publishing on optical disc with a wide range of user

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customizable features. 2) Open Electronic Publishing Architecture - The use of industry standards keeps your

information independent from the application software which provides greater functionality, compatibility, flexibility and transportability.

3) Easy to Use - The LASERTEX publishing software is a complete set of menu driven

authoring tools that require no computer programming experience. 4) Multiple User Interfaces - You can choose the best combination of user interfaces

for your applications, using full text search, browse, interactive learning presentation, and cross reference links.

5) Multimedia Information Classes - Allows creation of multimedia application with a

rich combination of text, data, graphics, images, audio, and video. 6) Device and Program Interfaces - LASERTEX applications can easily interface with a

variety of devices including FAX machines, modems and printers, as well as application programs such as on-line documentation, notepad, bookmark, and third party applications.

7) Flexible, Modular Design - The LASERTEX publishing software has been carefully

designed so that new user, device, and program interfaces can be added. Because of its modular design, LASERTEX is ideally suited to incorporate new publishing technologies like CD-I, DVI, and CD-ROM XA as they evolve.

8) LASERTEX Support System - The LASERTEX publishing tools provide a complete

publishing capability, which is augmented by the following support system: * User Manuals * System Reference Documentation * Operations and Procedures Manuals * Hands-on Training Workshops * Customer Support Hotlines * Technical Support Bulletin Board * LASERTEX Information Preparation Service Center * LASERTEX Retail Distribution Network * Publishing and Delivery Hardware Components Service

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May 11, 1990 MISSION STATEMENT

I) To Build A Successful Company With A Commitment To Deliver Technologies, Products And Services To The Information & Communications Industries. II) To Build Such A Company With The Highest Degree Of Integrity,Honesty, Disclosure, Excellence, Commitment, Entrepreneurial Spirit, And Dedication, Toward Employees, Associates, Vendors, Clients, The Market At Large, The Industry At Large, And Constituents. III) To Build A Reputation Throughout The Industry As A Company Dedicated To Developing Products And Services That Command Respect For Their Performance, Innovativeness, Entrepreneurial Spirit, And Sensitivity Toward The Market At Large. IV) To Develop Technologies That Will Contribute Toward The Improvement Of The Information And Communications Industries With Specific Regards For The Proliferation Of Technology Standards. V) To Develop Technologies For The Educational Systems Throughout Our Society That Will Contribute Toward The Quality Of The Information Presented, And The Effectiveness Of The Techniques Utilized In Order To Deliver Such Information, Yielding A More Educated Society. VI) To Always Confront The Challenges Of The Day With Only One Goal In Mind - To Do The Very Best That We Can. VII) To Understand The Importance Of Our Missions And To Understand That The Only Mission That Will Guarantee Success, Personal Satisfaction, And A Sense Of Pride Is That Of Above.

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BUSINESS AGREEMENTS

OPTICAL PUBLISHING BUSINESS ACTIVITIES - The following activities will be defined as primary activities of the Advanced Media Group, and will be referred to as any business activities that will be owned and operated as exclusive business activities of the Advanced Media Group: 1) Project Development 2) Authoring Systems (not including LASERTEX) 3) Prototype & Storyboard Demonstrations 4) CD-ROM Premastering, Mastering, and Replication 5) Customized Optical Publishing Software utilities 6) Information & Communication Technologies Consulting Services 7) Hardware & Software Products and Services Supporting Information Systems & Applications PROJECT DEVELOPMENT SUMMARY: Project Development Business include any business activity that includes the production of any type of information system application including the following technologies; CD-ROM technologies; DVI, CDI, Video Disc, CD-ROM XA technologies; ON-LINE systems including the following; cable, fiber optics, telephone, RF/Microwave systems, and Satellite technologies. Project Development is defined as the following: The complete production of the finished application for enduser use including the following activities: 1. Application Design - hardware, software, technology, user-interfaces, logic,

and graphical. 2. Data Preparation & Data Conversion 3. Application Indexing & Formatting 4. Application Simulation 5. Premastering, Mastering, and Replication 6. Contract Estimating, Bidding, and Preparation 7. Project Coordination & Project Management

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PROJECT MANAGEMENT AMG will bear sole responsibility and accountability for the production of all projects entered into contracts. AMG will direct and coordinate any and all subcontracting activities for the designated project. AMG will appoint one project manager that will act as liaison between AMG, subcontractors, American Helix, and the client. Any or all disputes will be handled directly by AMG. AMERICAN HELIX REVENUE SHARING American Helix will receive Five (5) Percent of the following gross revenues: all project development income; CD-ROM authoring system sales; and hardware sales. This method of revenue sharing, as opposed to a commission structure based on individual leads, will prevent the issue of determining where the leads were generated and who was responsible for bringing the lead into AMG. This will create a more unified relationship between AMG and American Helix and High Industries. This relationship will enable the two companies to utilize their marketing efforts to produce a more dynamic approach to the industry at large without spending precious time and energy trying to account for the results of their respective efforts, and the origin of the respective sales leads. PROTOTYPE & STORYBOARDS DESCRIPTION - A Storyboard Illustration is a presentation of an illustration depicting how an information system application will look to its audience. The storyboard will illustrate the screens and menus of the project in a linear script that will resemble segments of the actual application after completion, however it will not contain any of the functionality. The storyboard does not require the use of any sample data, or any CD-ROM software. The costs of the storyboard illustrations are usually very inexpensive compared to the actual project, approximately 5% to 10%. This has been demonstrated to be very effective in demonstrating or presenting a project to department heads, superiors, and key decision makers, especially for the purpose of obtaining funding for the actual project and or prototypes. PROTOTYPE (CONTINUED) A Prototype is an actual information system application utilizing actual sample data and the actual user interfaces. This demonstration is fully functional with the actual user interfaces and capabilities of the actual project. A Prototype demonstration is often used to Beta Test the application and to test different functions and capabilities, including the effectiveness of the delivery system and the information itself. Because this demonstration does only include a sample of data, the cost is considerably less than the actual application. DEMOS WILL REQUIRE WRITTEN PROPOSALS & A FLOW CHART – All Storyboards and Prototypes will require both written proposals and illustrated flow charts.

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MARKETING ARRANGEMENTS

SUMMARY - American Helix and AMG will continue to join efforts in the marketing of their respective products and services. American Helix will have the opportunity to include the services of AMG in its advertising and marketing campaigns. The following will establish procedures regarding joint marketing efforts: 1. AMG must pre approve all advertising and marketing campaigns of American Helix

containing products and services of AMG. 2. AMG will have final editing rights with regards to the products and services being

advertised and or marketed. 3. AMG will not be required to share in any advertising or marketing campaigns unless

agreed upon with the exception of trade shows. 4. AMG will of course have all advertising and marketing responsibilities for CD-ROM

Premastering, mastering, and replication including all financial considerations. This will have exception when American Helix includes the above services in any of its corporate advertising campaigns.

5. Trade Show Exhibits will be negotiated on a case by case basis due to the fact that

it will be important for American Helix to sustain and increase its corporate identity in the CD-ROM industry with a presence of the manufacturing business during such trade shows.

NAME ASSOCIATION

MARKET IDENTITY - In order to continue to maintain the current market identity of the Advanced Media Group of American Helix, and to continue the business without causing any sense of confusion, considerations must be made in the name and association of American Helix. It will be of utmost importance to respect the legal, financial, and business ramifications of any name association considered. PREMASTERING AGREEMENTS SUMMARY - In order to provide for any type of a markup in the mastering prices currently being paid to Disctronics, additional Premastering systems must be purchased. The objective is to deliver all CD-ROM files to Disctronics in an 8mm tape format. This will enable Disctronics to reduce the current production functions currently needed to produce the stamper. This will eliminate the conversion of the 9 track tape to 8mm or 1630, and the ISO 9660 formatting. EQUIPMENT - In order to produce the 8mm tape and the ISO 9660, approximately

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$25,000 to $30,000 must used for equipment purchases. REVENUE SHARING - AMG will purchase and provide the Premastering equipment necessary to obtain audio level pricing for CD-ROM mastering services. American Helix will receive 30 % of the net profits generated from CD-ROM mastering sales. Net profits are definded as Gross Revenues less (Disctronics Cost + Direct Labor + Materials Costs + Shipping Costs). American Helix will participate in the revenue sharing after AMG recoups the initial capital investment of the Premastering system used to produce the 8mm or 1630 tapes.

REPLICATION AGREEMENTS

FIRM FIXED PRICE - All CD-ROM replication will be administered, supported, marketed, and billed through AMG. American Helix will charge AMG $ .85 per raw disc. AMG and American Helix will share profits 50/50 of all revenues above the $ .85 per disc price. Net Profits will be defined as the following: Gross Revenues Less (Raw Disc Price + Packaging Cost + Shipping Cost). AMG will be responsible for the following: 1. Marketing CD-ROM replication with its other products and services, including

capabilities statements, brochures, print advertising, trade show exhibits. 2. Developing customer service forms, production forms, and other related material. 3. Invoicing, accounts receivables, and accounting records. 4. Management, supervision, and accountability of projects until completion. 5. Premastering and transmittal of all media.

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REPLICATION AGREEMENTS FIRM FIXED PRICE (CONTINUED) American Helix will be responsible for the following: 1. Acceptance and evaluation of all art materials, and the support required

including communicating directly with the client in order to produce the desired art work necessary for excellent printing.

2. All quality control measures and evaluation of all stampers, CD-ROM discs. 3. All packaging and shipping functions as required. 4. All quality control statistics, and all production statistics. 5. AMG will be liable for all bad debt incurred and will be financially liable to

American Helix for all jobs, whether paid or not. PRIORITY SCHEDULING - All CD-ROM replication projects will have immediate priority when scheduling due to the premium price paid for various turnaround commitments. TRANSITIONAL PERIOD SUMMARY: The transitional period will be used for the purpose of formalizing all necessary agreements as well as organizing and reestablishing the current business operations to the new entity. All current projects in progress will have priority and will continue to be invoiced through American Helix up until settlement. AMERICAN HELIX SYSTEMS - Stan will continue to provide time and energy to the following systems in light of the recent resignations of certain key personnel. It is imperative to both AMG and American Helix that the following systems be maintained and that the new personnel be trained adequately and sufficiently to continue the operations of such systems. These new systems include but are not limited to the following: 1. LAN Ethernet Computer System: The Local Area Network (LAN) is the life line of information for all of American Helix

information systems. The LAN is in need of maintenance and the hard disc will need to be backed up, erased, and re configured. This should become a high Priority.

TRANSITIONAL PERIOD (CONTINUED) 2. The TRACKING System: This system will continue to be maintained and training

will be provided to any new personnel. Time and energy may also be provided in the development of any new software that would replace or enhance the existing QA software program.

3. General Computer Hardware & Software Maintenance: General Hardware and Software maintenance will continue to be provided to the 14 (fourteen) systems

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located throughout American Helix. 4. SBT Accounting System: General operational guidance will be provided to the software package, excluding the accounting contents. WORK IN PROGRESS - All current work in progress will be continued and maintained including the following: 1. Blue Cross/Blue Shield 2. Bell Atlantic 3. Advanced Data Systems - Pentagon Project 4. AMP, Inc. 5. CD-ROM Replication projects LEASEHOLD EXPENSES - Will begin on July 1, the date of settlement. STAN'S COMPENSATION - The current level of compensation will continue until July 1, the settlement date. SETTLEMENT DATE - July 1, 1990 will be legal settlement date for the settlement of the CD-ROM Division. All legal, financial, operational responsibilities will be transferred to Advanced Media Group, LTD. LASERTEX ISSUES - Advisory services will continue to be provided to all or any LASERTEX issues, beyond July 1st. This will be defined as reasonable regarding the current situation and circumstances.

DESIGNATED OFFICES: As per the previous agreement, the Advanced Media Group will immediately occupy the current "LAB" currently "Stan's Office". AMG will occupy the current office vacated by Scott as it's "Executive Office". AMG will have the option to begin to equip the Lab with additional equipment, specifically the Premastering system.

LEASEHOLD EXPENSES SUMMARY: The following items are expenses that (AMG) will incur on a monthly basis and will be billed by American Helix on a monthly basis. ( * Denotes leasehold expenses included in $500.00 per month lease agreement) PHONE: A portion of 800 expense will be shared by AMG; a separate outgoing long distance line will be installed. POSTAGE: All postage will be separately metered and billed on a monthly basis. *OFFICE RENT: A fixed rate fee for designated office space will be billed on a monthly basis.

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TERMS & CONDITIONS SUMMARY - The following will outline the plan of action to consummate the required agreements in order to make settlement on July 1, 1990. Upon settlement, the information businesses will be owned by AMG. AMG will be legally obligated for all and any expenses incurred while operating such businesses. NON COMPETE/NON DISCLOSURE AGREEMENTS - Any and all non compete/non disclosure agreements previously signed by any current and future AMG employees and principals will become null and void, with the exception of manufacturing technology. American Helix will also relinquish any and all rights to any information, education, and training provided to any former employees while under the employee of American Helix, or any person or persons retained as consultants to American Helix. American Helix and AMG will also agree to a new non compete/nondisclosure agreement while conducting business under the terms and conditions set forth in the pending agreements. RIGHT OF FIRST REFUSAL - American Helix and or High Industries, Inc., will have first right of refusal on any majority interest of AMG being offered for sale. CONTRACTS & AGREEMENTS - AMG and American Helix must establish the responsibilities and the procedures for the drafting of all agreements and contracts necessary and required to execute settlement, at the expense of AMG. This must be implemented as soon as possible in order to be adequately prepared for settlement. TERMS - This agreement will have a term of one (1) year that will become automatically renewable for up to three (3) years, with necessary provisions for amending certain financial considerations.

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NON COMPETE AGREEMENT SUMMARY - A non competition agreement will be necessary to protect the present and future interests of AMG, LTD and American Helix. This agreement will define the business activities of AMG, LTD. and will serve to protect the separate business interests of both AMG and American Helix. This agreement will guarantee AMG that American Helix may not pursue any of the defined business activities of the information businesses while operating under the terms and conditions of the agreements and contracts described herein, and for a period extending at least one year after any type of termination of the said agreements and contracts, unless mutually agreed upon. This agreement will also guarantee that AMG may not pursue any of the defined manufacturing businesses while operating under the said agreements and contracts, and extending for a period of one year after any termination of such agreements and contracts. This agreement will outline the terms and conditions for the following situations: 1. American Helix Sold to New Ownership 2. American Helix Dissolves its Business 3. A Majority Interest of AMG is Sold 4. AMG Dissolves its Business This agreement will guarantee American Helix that any change in the position of President and or Chief Executive Officer must have the approval of American Helix and/or High Industries in order to sustain the pending contracts and agreements. This agreement will also obligate AMG to utilize American Helix for the mastering and replication of all CD-ROM projects and all replication business. This agreement will also negate American Helix from marketing any CD-ROM replication business unless it is in conjunction with AMG. AMG will also be responsible for all administration, invoicing, and collection of all replication business.

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AGREEMENT IN PRINCIPAL This document will serve as an agreement in principal to the pending terms, conditions, agreements, and contracts as described herein. This agreement in principal will acknowledge that all parties will perform in Good Faith in preparing for legal settlement on July 1, 1990. This agreement will also demand that all parties continue to serve the respective businesses and to continue to resolve any differences that may occur before settlement is executed. It is further understood that American Helix Technology Corporation and High Industries, Inc. are mutually obligated to the terms and conditions of the Non Competition agreements described herein. ___________________________ _______________________________ David D. Dering Stan J. Caterbone President, American Helix President, AMG, LTD. Technology Corporation DATE _____________________ DATE _________________________

October 20, 1990 Alan Hamersley Disc Manufacturing, Inc. 1120 Cosby Way Anaheim, CA 92806 Dear Alan: Unfortunately we are all investing too much time and trouble in the NIST project. However, please understand that the situation is the result of a collective effort in accepting the project. I can attest to the fact, that had I known the potential problems and the amount of time and effort required to fulfill the contract, I would have bid the project with premiums for both, or I would have walked away from the contract. Unfortunately, I was not aware of the complexities of down loading the TAR files, nor did I anticipate the time and energies that both of our organizations are having. On April 14th, after a sample tape was submitted to Leon, he had sent a facsimile stating "there was no problem reading the archive file", submitted by National Institute of Standards and Technologies. I agree that the test tape was not of similar like and kind. However, I also can assure you that the "sample files" were not meant to be illustrative of the size or number of files for the real data. I did not receive any specifications from Leon regarding file limits or size. And I did not receive any indication of the possibility of any problems with TAR files, such as we are both experiencing now. I assume some responsibility for these problems, however, I cannot bear the sole responsibility for not having the technical expertise to take the necessary precaution in accepting data with TAR files. Continued Alan Hamersley, Page 2 In addition, I have contributed much time and effort in trying to resolve the technical problems. I have sent a facsimile on October 10th, requesting to send a TAR tape of the NIST project to Meridian for evaluation and help regarding this matter. A week has passed and I had to make another request for the tapes to be sent to Meridian. If the reason for the problem is found to be the 8mm tape drive,

the problem could have been resolved by Meridian 10 days ago. This would have given us both some time before the next delivery. Alan, I have already put many far many hours and a great deal of effort into this contract, however, I am committed to fulfilling my obligations to the client, no matter what it takes. It is too easy to look back and point fingers and look for excuses. Anyone can do that. I am sincerely regretful that you and your people must also bear some of the burden. However, the only recourse I have is to push the project through to the end in a manner that is exemplary of each of our respective reputations and our work. I certainly appreciate the time and effort that DMI has given me in working on this project. I can only make every effort to bring us both a more profitable and more enjoyable contract the next time. I have requested a price increase for the premastering of this contract. I will keep you abreast. The NIST is also requesting to purchase ISO software from Young Minds after the 1st of the year. Alan, after this experience, you can expect that I will communicate all that is necessary to Leon or whomever, to make the best decisions regarding specifications and evaluations for future projects. Best Regards, Stan J. Caterbone Director of CD-ROM Technologies

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 dialogue 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. Allon, I hate to bring up a sour topic, however I must preserve and protect my CD-ROM efforts and my business, as well as my personal character. It has been brought to my attention that on Friday, February 15, 1991 Dave Dering conducted a 2 1/5 hour Employee Staff Meeting. Unfortunately, it was brought to my attention that during this meeting, Dave Dering spent 15 to 20 minutes slandering my name, defaming my character, and calling me a "runaway ex-convict" that will end up in jail soon, that tried to ruin my company three weeks ago". Allon, I will not allow this absurd behavior to continue, especially from a person that is supposed to be setting an example of leadership, while exhibiting a high degree of honesty and integrity, as the President of American Helix and a representative of High Industries, Inc.,. If this behavior continues, I will be left with no alternative but to exercise my legal and civil rights for a Libel, Slander, and Defamation of Character Law Suit. You must understand the implications and seriousness of such allegations, and their financial ramifications to my business at large. Lastly, I have always conducted my business activities and my personal conduct well within the confines of our agreements, not to mention exhibiting a high degree of honesty and integrity myself. And more importantly, I have always demonstrated my respect for American Helix and High Industies by including them in my credits for my work, which was not necessary or required. Please let me know if you have any interest in the Soviet/Eastern Europe delegation as soon as possible. Sincerely,

Stan J. Caterbone, Director cc: Jim Tritch Enclosures

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 à Ã"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. à Ã"The project will enable the delegates to establish the basis for joint ventures and long©term professional dialogue with publishers, manufacturers, and members of the academic community, as well as individuals from the Soviet and Eastern European governments". The Citizen Ambassador Program of People to People International will administer this exchange. People to People was founded in 1956 by President Dwight D. Eisenhower to improve communication between American citizens of other countries. President Eisenhower initially assigned the program's management and operation to the U.S. State Department. When he left office in 1961, the organization was restructured as People to People International, a nonpolitical, private©sector activity. Since then, Presidents Kennedy, Johnson, Nixon, Ford, Reagan, and Bush have supported its goals by serving as Honorary Chairman. It administers other exchanges involving such disciplines such as medicine, building science, law, agriculture, energy, finance, industrial technology, and the basic sciences. I will be soliciting sponsorships from corporations that have a iested 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. Please pass this information along to Jim Tritch, it may be of particular interest to him considering his background in CABLE TV technology. Please let me know if High Industries have any interest in the Soviet/Eastern Europe publishing delegation as soon as possible. Sincerely, Stan J. Caterbone, Director Enclosures