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AMERICAN HELIX TECHNOLOGY CORPORATION

ADVANCED MEDIA GROUP


REORGANIZATIONAL PLAN
1.0 OBJECTIVES
1.1 To preserve the existing investment of both American Helix and High
Industries in the Optical Publishing Businesses.
1.2 To reduce and minimize the amount of financial risk and exposure currently experienced.
1.3 To continue to pursue the current business activities currently under development.
1.4

To take advantage of the American Helix name, reputation, facility, and superior
manufacturing processes, with regards to the replication of CD-ROM.

1.5 To continue and to grow already established relationships pertaining to vendors, clients,
and industry advocates.
1.6 To decentralize the management and administration of the Advanced Media Group from
American Helix in an effort to allow American Helix to focus and concentrate
their time, effort, and resources to the manufacturing businesses.
1.7 To transfer the decision making process pertaining to the optical publishing businesses to
the management team that is directly responsible and accountable for the
consequences of those respective decisions.
1.8 To develop a Management Team with in depth experience in both optical publishing and
entrapranurialship.
1.9

To create an organizational plan that exhibits a high degree of synergism with all the
respective business entities involved, while also developing and maintaining the
interests of the entire organization.

1.10 To create a business that can utilize the experience of all concerned to aggressively and
carefully pursue the many opportunities in the technology of Optical Publishing
and Information Systems.
1.11 To build, develop, and facilitate the growth of the optical publishing
businesses with an organization not only of resources, but more importantly a
controlled sense of vision.
2.0 BUSINESS FORM - Pennsylvania Chartered Corporation
3.0 EQUITY STRUCTURE - (AMGLTD) will be owned by the following groups:
3.1 High Industries Inc./And Or American Helix
3.2 The Management Team
3.3 Private Investors
3.4 Equity Participants - Businesses and or individuals with complimentary business interests
in Optical Publishing

4.O

CAPITALIZATION - Financing for (AMGLTD) will be funded by raising capital from


private investors.

4.1

High Industries will not be required for the initial capitalization or future capital
requirements.

5.O CORPORATE IDENTITY - (AMGLTD) will assume its current identity as an affiliate of
American Helix. To the industry at large, there will be no change in the current
operations of the business.
6.0

BUSINESS ACTIVITIES - (AMGLTD) will continue to develop the following business


activities:

6.1 Project Development: (AMGLTD) will concentrate in the development and the production
of multimedia CD-ROM projects.
6.2
6.3

Replication:

(AMGLTD) will continue to market the premastering, mastering, and


manufacturing of CD-ROM.

Custom Software Development: (AMGLTD) will develop and market custom software
utilities for the optical publishing industry. This will include programs
such as CD-Diagnostics, and other specialized programs used in
information technologies.

6.4 CD-ROM Authoring & Publishing Systems: (AMGLTD) will continue the development of an
authoring system, not including Lasertex.

7.0 (AMGLTD) SUMMARY STRATEGIC PLAN - The following strategies will be implemented
to build and grow the business:
7.1 (AMGLTD) will shift the emphasis from the current priority of developing and marketing a
CD-ROM authoring system to the production of CD-ROM projects. The
authoring system will be developed in phases in conjunction with current
projects under development as opposed to the existing strategy.
7.2

This will allow (AMGLTD) to utilize its current resources to develop projects which will
provide an immediate source of revenues. This will reduce the risk
normally associated with the development, and will allow (AMGLTD) to
build a steady cash flow from projects.

7.3 Another important reason for this strategy is that it will enable (AMGLTD) to actually use
the utilities of the authoring system in actual projects, making the
system more marketable when development is completed.
7.4 CD-ROM workshops will be marketed on an as needed basis to corporations and
organizations requesting on-site training and education. Because of the
easily accessible information on CD-ROM now available, mass marketing
of workshops will not be implemented.
Current market research
supports the hypothesis that when CD-ROM was in development, the
availability of information was only available for a price. However with
the current facilitation of CD-ROM technology, information is readily
available by the many businesses supporting technology. This drastically
reduces the demand for workshops that not only cost money, but also
valuable time for prospective participants.
7.5 (AMGLTD) will concentrate on developing relationships with businesses in complimentary
fields, specifically as hardware, data conversion, and retail distribution.
(AMGLTD) will also pursue the development of proprietary systems
containing hardware, software, and customized systems.
8.0 THE MANAGEMENT TEAM - The Management Team of (AMGLTD) will be comprised of
individuals possessing in depth experience in optical publishing technologies,
information systems technologies, and entraprenurialship.

9.0

OPERATIONS & ADMINISTRATION - (AMGLTD) will continue to operate in the


American Helix facility. (AMGLTD) will not require any change in the current use
of the facility. There will also be no personnel changes, or any additional
support required. American Helix will provide the following:

9.1 Receptionist
9.2 Light Clerical - daily mailing & faxes; data entry;
9.3 Incidental Office Supplies
10.0 ACCOUNTING - (AMGLTD) will administer all accounting and bookkeeping activities, and
will adhere be required to do so in conjunction with American Helix and High
Industries. (AMGLTD) will deliver all required reports in conjunction with
American Helix. This will enable (AMGLTD) to keep the pulse on all related
financial affairs.
11.0 MARKETING ACTIVITIES - (AMGLTD) will continue to participate with American Helix in
joint marketing activities specifically the following:
10.1 Print Advertising
10.2 Trade Show Exhibits
10.3 Industry Forums
12.0 HIGH INDUSTRIES, INC. RELATIONSHIP - High Industries will maintain an equity
position in (AMGLTD) and will be represented on the Board of Directors. High
Industries will have no financial exposure other than that of any Pennsylvania
shareholder.
13.0 AMERICAN HELIX TECHNOLOGY CORPORATION RELATIONSHIP - American Helix
(AH) will continue to have its current corporate identity with relation to
(AMGLTD).
(AH) will participate in the revenue stream of (AMGLTD). (AMGLTD) will also be charged a fair
and equitable charge for operating expenses incurred on behalf of (AMGLTD).
14.0 TRANSITIONAL PERIOD - To implement the above reorganizational plan, a transitional
period will be required in order to sustain the current business activities. This
transitional period will enable all parties to carefully and successfully complete
the necessary legal and financial considerations for settlement. Due to the
existing mitigating circumstances surrounding the Lasertex matters, it is
imperative that all parties adhere to Good Faith Negotiating in pursuing this
plan.