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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
FAX NUMBER: (415) 964-2027
PAGEES: 01

COMPANY: KAware
DATE: 08/20/90

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:
Conestoga,

2323 New Danville Pike


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 $ 129.61I 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:
To:
From:

April 17, 1989


Scott Robertson, American Helix Technology Corporation
Tom Vreeland, Network Technology Corporation

Subject: LASERTEX License Program - Outline


I have attached an outline of my current thinking on the Franchise program.
covered just about everything we have discussed.

I think I've

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
2) Providing a framework of standards which will foster

its rapid growth


the growth described above.

3) Receiving revenues from the Licensing of LASERTEX and


Workstation products.

Electronic

4) Receiving royalties on every disc produced using


Publishing Arts Workstation
products.

LASERTEX

5) Receiving a percentage of hardwware sales to LASERTEX

Publishing
and

Arts

Electronic

Licensees.

6) Receiving a percentage of the Marketing and Distribution


produced by licensees.

revenues on products

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,
promotional literature.

documentation

and

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


for use in LASERTEX projects.

data transfer formats

5) Licensees agree to use standard ISBN on all their discs.


6) Licensees agree to pay LASERTEX replicator/distributor
at time of disc delivery.

the LASERTEX royalties

7) Licensees agree to replicate at least a minimum quantity


to use LASERTEX distribution
channels.
8) Licensees agree to participate in required training and
of quality assurance

of discs if they wish

to meet minimum standards

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
licensees

services

to

LASERTEX

LASERTEX Dealer/Retail License


Sells LASERTEX products and products distributed through
LASERTEX Franchise Program
LICENSE FEES:
American Helix Distributor License
Distributor's Representative
Master-Replicator License
Replicator's Representative
Master License
Master Representative
Publisher License

$ 275,000
?
$ 100,000
?
$ 50,000
?
$ 35,000

the LASERTEX network

Service Center License

Standalone Developers License

LASERTEX Retail License

$ 10,00025,000

35,000

$ 10,000-

$ 5,00015,000

LASERTEX Franchise Program


FRANCHISE LICENSE SALES COMMISSIONS:
American Helix Distributor License
Distributor's Representative
Master-Replicator License
Master-Replicator's Representative
Publisher License
Publisher's Representative

50%
~ 20%
30%
~ 15%
20%
~ 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


Royalties are allocated as follows:

their

share of disc royalties.

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
Royalties are allocated as follows:

their

share of disc royalties.

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
can reach the grass roots independent specialty retailers.

licenses we

----------------------------------------------------------------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
publishers:

(American

Helix) will provide the following

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:

services to developers and

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
10%*
|
?
| third party
|
|
| distributor
---------------------------------------------------------------|
|
| Mail order
50%
|
40%*
|
0%
| catalog &
|
|
| direct sales
---------------------------------------------------------------50%

* 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.
procedures.

It

should

contain easy ordering

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
Technology to benefit from these activities.

both

American

Helix and Network

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 CDROM. 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.
DATE: 08/20/90
PAGEES: 01

COMPANY: DMI, INC. FAX NUMBER: (714)630-1025

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
CD-ROM drives.
personel.

7. Recieve support in the selection and training of

hardware and
publishing

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 CDROM 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;


systems; manufacturing; and database management.
- Audio Technologies:
- Marketing:

hardware

Provide audio expertise, resources and energies to engineering,


recording, and manufacturing.

Provide marketing duties and responsibilities required to build the respective


business.
>Sheffield

- Video Technologies:
- Post Production:
- Production:

Provide expertise, resources, and energies for all related video


technologies.

Provide all post production services including: editing, recording, and


engineering.

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.

GeneSys provides our customers with local hardware


maintenance support through an experienced and nationally
recognized office systems and maintenance organization.

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.

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.

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.

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.

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.

GeneSys has optical subsystems (jukeboxes) and networked


systems installed in customer locations. These sites are
available for customer visits.

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 standalone 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 "daisychained" 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 "bookcopier" 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)

Full security levels for input, retrieval, system


management, and system debugging (used by support
personnel).

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
o
o
o

User prompted data entry


Data entry via tape from other computers
Sophisticated editing capabilities
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)

Low resolution/cost workstations

Migration to other hardware and operating systems

Interfaces to desktop publishing

Connectivity to third party electronic mail (e.g. MCI


Mail, Western Union's Easylink, Etc.)

Direct Image Manipulation

Storing and Retrieving in the Network ANY data type (e.g.


CAD/CAM drawings, video images, voice, etc.)

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 (F1), 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.
directly with Stan Caterbone, and was often the liason for Bennett Williams.

Bob worked

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.

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 knowhow ("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

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
By:___________________
Stan J. Caterbone

GENE BENNETT
B:____________________
Gene Bennett

LEAD SHEET
COMPANY ________________________________________________________
CONTACT _______________________________POSITION ________________
ADDRESS ___________________________________PHONE ________________
CITY _________________________________ STATE _______ ZIP ________
STATUS CODE

NOTES ___________________________________________________________
_________________________________________________________________
_________________________________________________________________

COMPANY ________________________________________________________
CONTACT _______________________________POSITION ________________
ADDRESS ___________________________________PHONE ________________
CITY _________________________________ STATE _______ ZIP ________
STATUS CODE

NOTES ___________________________________________________________
_________________________________________________________________
_________________________________________________________________
COMPANY ________________________________________________________
CONTACT _______________________________POSITION ________________
ADDRESS ___________________________________PHONE ________________
CITY _________________________________ STATE _______ ZIP ________
STATUS CODE

0 1

6 7 8

NOTES ___________________________________________________________
_________________________________________________________________
_________________________________________________________________
STATUS CODES: 0=MAILER
3=WORKSHOPS

1=CD-ROM PROJECT 2=LASERTEX SOFTWARE


4=SALES REP

6=DEAD PROJECT 7=DEAD CLIENT

5=REPLICATION
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
BOOTH SHIPPING
INSTALL LABOR
CARPET
ELECTRICAL LABOR
MATERIAL HANDELING
PLANT RENTAL
COMPUTER RENTAL
SUBTOTAL

$5,000
$1,300
$100
$160
$365
$288
$200
$2,000
$9,413

TRAVEL & HOTEL


AIRFARE X4
HOTEL X4
MEALS & ENTERTAIN
SUBTOTAL

$1,600
$2,760
$1,000
$5,360

DEMO PRODUCTION
DESIGN\JERRY MUSSER
HARDWARE
LISA & GEORGE
PREMASTERING
MASTERING
LABOR
PRINTING
SUBTOTAL

$2,500
$2,000
$200
$500
$2,500
$500
$1,500
$9,700

MARKETING
MAILING
TOTAL BUDGET

RADIO SHACK 02/08/90


BRENEMAN

$400
$24,873

$89
$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
with your soliciting
Orders,

connection

(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
other
representatives.

em

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
Expiration

23.In the event this agreement and appointment


is terminated, whether by you or by American Helix, you shall immediately

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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

By:

, 19

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
D>Other Capabilities

B>Printing capability
C>Auditing

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

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.

*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.

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 onsite 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

* Electronic Publishing Glossary


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

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

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

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

* 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

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
* State of the Art Overview

10

Monitors, Printers

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

11

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

12

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

13

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

14

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

15

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

16

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,
* 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

17

RAM

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

18

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

19

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

20

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

21

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

22

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

23

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

24

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 CDROM 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
application.
2) Information Preparation - Preparing and converting the
graphics, audio and video to standard
formats.
3) Information Organization - Creating structures that
the information together for retrieval.

prototype of the
text, data, images,
organize and link

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

25

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

26

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.

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

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.

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

$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.

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

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.
2.
3.
4.
5.

Blue Cross/Blue Shield


Bell Atlantic
Advanced Data Systems - Pentagon Project
AMP, Inc.
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:
basis.

A fixed rate fee for designated office space will be billed on a monthly

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.

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.
2.
3.
4.

American Helix Sold to New Ownership


American Helix Dissolves its Business
A Majority Interest of AMG is Sold
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.

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 _________________________

10

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

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 CDROM 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 longterm
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,
privatesector 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 CDROM 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

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