May 26, 2014

Hipolito “Paul” Aguilar Dan Hill
Deputy Secretary Finance and Operations General Counsel
NM Public Education Department NM Public Education Department
300 Don Gaspar 300 Don Gaspar
Santa Fe, NM 87501 Santa Fe, NM 87501

Dear Paul and Dan,

On May 12, 2014 I inquired, by text message to Paul, regarding the status of the
AfterMath Education, Inc. Request for Reimbursement (“RFR”). I had been told that the RFR
had been submitted to legal for review. When I stated by text that everything should be fine, his
text read “it seems to be a bit more than that. I am going to let Dan weigh in then I will call.”
Then when Paul did call me back on May 21, 2014, I felt that his answers were very superficial.
So I decided to look into what might be causing the delay in legal.

In my research, I have found a contract that I signed on July 2, 2013 certifying legal
sufficiency. I will detail the chronology and information below, but I can unequivocally state
that this was an inadvertent error and I did not mean to do this whatsoever. In fact, my behavior
before, during and after PED regarding AfterMath Education was transparent and I made every
effort to ensure that there was no conflict of interest. My integrity is of the utmost importance to
me, and this was a mistake. I can only surmise that I was not looking at the name of the
contractor, but merely reviewing the contract for the clauses. There were multiple clauses that
we had honed during the 11 months I had worked at NMPED. I had numerous contracts to
review, and that may account for my mistake. According to the date on the contract and letter,
the contract was not fully executed until I had left NMPED (August 16, 2013).

The following is a chronology of events regarding my work at AfterMath Education Inc.
(“AfterMath”) and my work at NMPED.

I am the majority shareholder, but I have never been compensated by AfterMath and I am
not and have never been an employee of AfterMath. I began the company in 2010 and
incorporated as a C-Corporation in 2011. AfterMath was incorporated in Nevada and is
registered in New Mexico. I have loaned the company money, and pledged property against a
loan on the company so that students in the AfterMath Camps would not be turned away if they
were not able to pay the fee. There have been no dividends for the stockholders from our private
corporation, and there is no requirement for dividends.


In the spirit of transparency, I did include our Articles of Incorporation, Certificate of
Good Standing with the State of New Mexico Secretary of State, and a copy of Cynthia's stock
certificates in an email to Angelo Jaramillo and Susan Lucero on April 28, 2014 hoping to clear
up the issues with the RFRs. I know that Cynthia has also provided further independent
contracts and copies of check payments to NMPED.

Prior to my employment with NMPED, AfterMath had sent in a proposal but did not win
the award for the first round of the 21
Century Community Learning Center (“21
awards, nor did AfterMath have any other contracts with the state. As a lawyer with a solo
practice, I had short term contracts with Cultural Affairs.

I did not apply to NMPED. I was called by Aimee Barabe and met with her regarding the
possibility of employment. Prior to being employed by NMPED, I disclosed to Paul Aguilar,
Secretary Skandera, and Jessica Hernandez (Chief Counsel to the Governor) that I had a
company, AfterMath Education, and that I would be willing to place my shares in a blind trust-
giving all control to the CEO Cynthia Kaiser-if I was given the job of General Counsel. Just prior
to employment, I did place all of my shares of AfterMath into the blind trust. I had no control or
did not have any knowledge of the workings of AfterMath during that time.

While at PED, I was sent an email regarding bid reading for the 2
round of 21
I sent this email to another attorney in the Office of General Counsel at NMPED. I did not read,
or have anything to do with the award of the contract to AfterMath. AfterMath was awarded on
its own merit for educational excellence.

If at any time I would see the word AfterMath on a document, I would forward that to
another attorney for review.

I do not remember signing the contract, but the date of the signature is July 2, 2013. I left
the employ of NMPED on August 9, 2014.

The blind trust was terminated in November 2014.

Additionally, I understand there was confusion as to the status of Sandia Technical
Services (“STS”) and Cynthia Kaiser. There is a clear delineation between STS and monetary
compensation to Cynthia Kaiser. We are set up the same way that many high tech start-ups are
configured. There are no employees, only independent contractors. Cynthia does NOT own
STS. She is paid through STS. Her husband Paul Kaiser owns STS. He also provides computer
and IT services through STS. Cynthia, by and through STS, provides CEO and COO services to
AfterMath. These are considered miscellaneous services and are well within the contemplation
of the contract. There is nothing untoward, illegal, or improper about this arrangement. In fact I
believe Cynthia has been more than open with receipts and information.


AfterMath has a code of conduct policy. Which I also included in the April 28, 2014
email referenced above. We absolutely adhere to this. Both Cynthia and I have the highest level
of integrity and will continue to be as transparent as necessary to clear up any confusion.

AfterMath has provided excellent services to Santo Domingo. I have had nothing to do
with those services. I work on a completely different area of AfterMath, and I was merely
attempting to explain the issues when there was confusion in the reimbursement of those
services. AfterMath is having amazing public benefit by really making improvement in student's
lives. For example, proficiencies are up and, AfterMath was the first afterschool provider to set
up a field trip to INTEL for the Santo Domingo students to meet with the Native American

I believe Secretary Skandera means it when she says it should be about the kids. Well, I
can tell you the people who are teaching and working in AfterMath absolutely care about giving
the highest quality educational enrichment programs and giving confidence and competence to
the students it touches. Please do not let an inadvertent mistake take that from those students.

I hope that this clears everything up. I am also hopeful that AfterMath can continue
providing the unique, high quality afterschool programming for the students of Santo Domingo.

Very truly yours,

Hilary Noskin, PhD, JD
AfterMath Education Inc.
4020 Vassar NE, Suite B
Albuquerque, NM 87107
(505) 449-7984

cc: Hanna Skandera, Secretary of Education
Aimee Barabe, Director of Strategic Outreach
Cynthia H. Kaiser, CEO, AfterMath Education Inc.

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