PopRead, Inc. is positioned to become a leading, global educational service that links educational content to broadcast programming with teachers and students on all grade levels.

PopRead provides cutting-edge, popular media (pop-media) based curriculum packages designed to integrate our clients’ compelling media with solid educational content in math, science, social science, health, earth science, language arts, etc. PopRead will provide these curriculum resource packages to teachers and allied professionals on all levels via the Internet. The primary focus will be on the K-12 educational levels. Some of PopRead's commercial proprietary products, software and web applications include:

· MyTvQ is a pre-broadcast marketing tool, a curriculum-based, web-driven study guide and a life-long, added value package for any television program.

· MyNewsQ is an ON and OFF-Air library of current and historical events (like, CNN/Newsroom.com), designed to offer services to the mass news media and distributed through our outreach and other distribution programs.

· MyMovieQ is a pre-premiere marketing tool designed to enhance ticket sales at the theaters, a curriculum-based, web-driven study guide and a life-long, added value package for any movie.

· MyRadioQ is designed to assist in larger radio broadcast campaigns for any issue of educational value by providing a curriculum package for teachers, students and long-long learner.

These pop-media system products can easily be applied to post-secondary education, E-training usage and the life-long learner. The power of this system is derived from a combination of high-end content and the expertise of our blue-ribbon panel of educators who will develop comprehensive, multi-level curriculum resource packages for end-users (defined as students, teachers, parents and lifelong learners).

The key to procuring a strong, viable position in the education marketplace is developing and providing total efficiency in serving specific markets. While the Internet is the perfect portal to achieving this goal which requires a viable marketplace, expert management with substantial related experience, solid marketing and strategic platforms on which to build. PopRead is such a company.

PopRead has the ability to address the needs of both educational institutions and popular media. We can create materials that provide:

1. an entertaining and compelling learning experience for the student,

2. a high quality curriculum package for teachers and other end and

3. a pop-media, web based curriculum tie-in service that will assist the media producer or distributor in retaining or building audience share.

Clients: Media Producers and/or Distributors

Our client base for the production of the PopRead curriculum packages is composed mainly of media producers and/or distributors of television, film, news, radio, print or video programming, such as:

· Major network

· Cable channel

· Public broadcast channel

· Feature film or radio campaign

· Business

· University

· Non-profit entity

· Independent producer

Resource packages will be attached for our clients to a specific broadcast entertainment or informational form of content and made available to our subscriber base (mainly, educators). The PopRead systems give content producers and distributors the ability to assist in better marketing and evaluation of their quality programs to the educators, K-12 teachers, students (and their parents, thereby, increasing family viewership). Educators will be given access to appealing materials indefinitely via the web, thereby enhancing their teaching ability through popular media assignments.

The broadcast and entertainment media industries are under pressure: 1. to retain market share eroded by the Internet, 2. to provide more responsible content and 3. by a governmental crackdown on the way they market to children. PopRead and its media clients will cross-promote by, for example, adding a TV guide symbol (our "PopRead Apple" logo) to aid viewers in instantly recognizing the flagged broadcast as accompanied by a web tied and approved University of California system curriculum package.

PopRead is working very close with the University of California at Los Angeles/University of California (UCLA/UC) systems outreach programs. Their global resources will enable us to send emails to their database of K-12 and post secondary educators 2-4 weeks prior to future broadcasts of our clients’ media. PopRead promises to make learning more innovative, fun and exciting while cross-promoting our products and the client’s programs to the front and center of the American school and households.

Curriculum Packages

PopRead, UCLA and the University Health and Media Research Center (UHMRC), along with other top PhD educators who specialize in the educational development of specific grade levels, will build and approve the curriculum packages. After approval is obtained, PopRead’s proprietary curriculum systems will be distributed using our exclusively licensed state of the art interactive software, a multimedia delivery tool. A simple email requiring no plug-ins will contain a 45-second media promotional trailer. This email marketing tool will be sent to and viewed by educators, teachers, concerned parents, students, etc.

This promotional interactive audio and video software will be a direct link to PopRead.com for the custom curriculum package log in while also serving as a second link to that media producer's web site. This additional direct link to the content producer or distributor lets them choose their level of involvement. For example, ABC can rent our software if they wish to participate and support the “back end” or educational resources of testing, quizzes and evaluation of their programs. The other option is PopRead will provide part or all of these resources for an additional fee. Curriculum packages will remain linked to the content programs indefinitely through sales of premiere syndication, foreign, direct and rental video distribution.

Subscribers

Educators and other end users will be subscribed and given a pass-code for access to our site. K-12 teachers who are subscribers can customize a curriculum package for their individual needs and grade levels. We can provide a number of elements, such as: optional video, special references, specific data, graphics and other tools that will enable the packages to meet all their needs. For example, a teacher could select items from a curriculum to use, adapt a quiz or even add materials. When students have visited our cross-promoted sites and logged on with that teacher’s pass-code, all their interactive information can be compiled, graded or archived while being delivered to the appropriate end-user via email.

Newly created (as well as the associated original custom curriculum) packages will be made available for other same grade level teachers visiting the PopRead site. This add-on effect will enhance our ability to gain more content, as well as, create feedback and loyalty from educators/end users.

Future Plans

PopRead plans to provide new and exciting ways to assist the teachers, parents, students and others with many related services including:

· PopStore/PopCash - buy anything through the PopStore and receive cash which may be used, for example, as fund raising events or as the consumer otherwise directs:

1. for Schools (buy anything through our store and receive cash for your school), may be used for many fund raising events,

2. for events, foundations and non-profit organizations

· Free PopRead email accounts for students, teachers and parents which can be used for their school activities, parent, teacher, student communications

· PopTest Center with MyPopCard for national scholarships, cash and prizes which can be accessed by any concerned parents.

Edu-tainment

Basic academic competencies in literacy, math, science, social sciences, health, ecology and language arts are of particular focus in the PopRead system products. These fundamentals are applied in two different ways:

1. the PopRead systems provide resource packages specifically designed to teach basic reading, writing and math skills for grades in K–2; then. more differentiated subject matter competencies are provided for grades 3-12

2. Reading and writing skills are reinforced in all PopRead resource packages, as well as, subject matter competencies for post-secondary and the life long learner when requested.

In all cases, the visual medium combines with the Internet to create a truly interactive, rich and fulfilling learning experience that significantly increases retention of the subject matter. We will be conducting scientific studies related specifically to television and its neural loop*** effects. We feel PopRead’s MyTvQ package, within the script side class cell (digitized shooting script for reading/writing exercises, role-playing and public speaking) provided for broadcast television at home, the PopTvQuiz (a live, sponsored, preprinted and distributed testing module) could, in fact, change the way we receive and retain the broadcast comprehension in a more positive way.

A basic premise of the approach we are suggesting lies in the power of the pop-entertainment media to teach (edu-tainment). Over the past two decades, there has been a worldwide movement to increase the educational content and value of the entertainment media. This movement has mainly taken place outside the United States and its power and success has been well documented. Oftentimes, educational content is effectively delivered within entertainment formats when audiences are highly engaged in viewership. Only very recently in the US entertainment culture have programs with educational value been seen to be economically viable. In other words, “educational” media was relegated to non profit status or PBS outlets.

With the advent of cable programming (and now the Internet), those myths are currently being overturned. The result is a radical reshaping of what is considered commercially viable, as well as, the creating of mainstream entertainment programming that does contain some educational content. In addition, there is ongoing pressure from both governmental and non-governmental advocacy groups to improve the communication of basic knowledge through the media. Current FCC regulations mandate that television networks and cable satellite stations broadcast at least three hours of educational content weekly. Notably, cable is much more aligned with this directive than the major networks and is complying on a daily basis.

PopRead will assist in providing a viable means to assist media in their goal of making media content more educationally valuable, as well as, increasing their bottom line: family viewership. The Internet is undoubtedly the new frontier for education and is rapidly becoming the mainstream of communications worldwide. According to John Chambers, President and CEO of Cisco Systems, Inc., “The biggest growth in the Internet, and the area that will prove to be one of the biggest agents of change, will be in on-line training, or e-learning.” (PC Week, November 18, 1999). Now is the optimum timing for PopRead to enter the marketplace.

II. The PopRead Core Product

Services described will first be offered to all content producers of media programming interested in anchoring their media product with a lesson plan tie-in and testing module designed for either K-12 students, post secondary, employee training or the life-long learner. These products will be delivered via the Internet. Until full bandwidth is achieved as a standard for all Internet users, the Television set top box will remain the mainstay of broadcast and video content. Regardless of the cost of the Internet's current video delivery systems, PopRead will vigorously market to the producers of all Internet content/web casts with lesson plan tie-in modules.

PopRead’s major audiences are the students, parents and teachers of our nations K-12 schools. PopRead’s major clients are the producers of broadcast television, film, video and radio. The basic mechanism for linking these two groups within an educational context is the creation of quality educational resource materials while building PopRead’s Off -Air library. This library complements the demand for selected television, film, video and or other curriculum related-future programming broadcast at PopRead.TV. Our direct sales department within the PopStore will handle custom orders.

Through outreach, mass marketing and cross-related prime time television promotions, clients producers will contract with PopRead for development and use of our web based tie-in materials and software. Upon completion of the quality program and its PopRead curriculum package, this information can be distributed through the UCLA/University of California systems nationwide via our non-profit partners at UCLA’s University Health and Media Research Center (UHMRC) and UCLA’s Out-Reach programs’ executive officers (most of whom are current members of PopRead’s Board of Advisors).

The curriculum, broadcast date and time can be marketed and delivered directly to all the parents, teachers, students and schools nationwide as a web free service to download. PopRead will also cross-promote and translate the curriculum services for an additional fee upon request from our major clients. This quality information can be delivered to other educational K-12 outlets and post secondary markets, as well as, the general public worldwide prior to the broadcast in that country.

PopRead’s interactive proprietary software applications will drive the Internet curriculum package tie-ins during the Pre-air, On-Air and Off-Air broadcast program phases. These packages include:

1. PRE-AIR (available prior to airtime): the script sides class, resources materials, study guides, Pop-Web links, reading and writing exercises, homework, as well as, activities designed for both in and out of class.

2. ON-AIR (during and after broadcast): PopRead’s PopTvQuiz and research activities (this curriculum cell is designed not to disrupt sponsors’ messages).

3. OFF-AIR (after initial airing): All quizzes, final tests, class activities, surveys and evaluations will be graded and/or compiled automatically and delivered to the appropriate end-users (teachers, parents, school administrators, business and/or network) via email or other appropriate means.

Each learning module can stand-alone and can be customized for our client’s needs whether they are a major network, cable channel, public broadcast channel, feature film or radio campaign, business, university, non-profit entity or independent producer. PopRead is positioned to become a leading, global educational service that links educational content to broadcast programming with teachers and students on all levels.

PopRead.com’s OFF-AIR Life Science library will also have its own direct content available that can be searched, clip-viewed and ordered with or without the lesson plan modules in any language, matching programs worldwide. PopRead will also invest in licensing a digital library of supplementary materials, as well as, providing direct access to other archival material databases via the web through our site.

PopRead’s agreement with UCLA’s UHMRC has fostered development of a team of leading educators who will assist in the production of the PopRead lesson plans, quizzes and other materials for each targeted age group utilizing video programs as the foundation (see Section VI: Production Partnership).

III. MARKET CONDITIONS

We see the potential demand for the PopRead system modules as linked to the omnipresence of the broadcast media in today’s culture. In the US alone, there are six major broadcast networks, plus the Public Broadcasting Services and over a hundred analog and digital cable/satellite networks and services. Virtually every person has access to these broadcasts. Our programs are specifically designed for each age group in the K-12 system.

As things stand now, K-2 levels are now targeted by programs such as: Arthur, Barney, Blue’s Clues and the Big Comfy Couch, all of which appear in the morning (a pre-school time period) and may collectively attract about 5% of the viewing audience. Then, there are many entertainment programs for middle and older teens, such as Dawson’s Creek, Moesha, MTV programming and so on.

There are few educational programs designed specifically for middle school and high school audiences. These age groups are commonly referred to as television’s “big black hole.” Usually, the 13-18 year old audience migrates to programming such as sitcoms, sports/action movies or teenage-based dramas that are designed for older audiences. Notably, this group also finds topics of science, adventure, history, wildlife, “how-to,” the arts and other related genres of particular interest. Once viewed, however, these programs are easily and quickly forgotten.

PopRead is designed to inspire and retain their interest in our client’s media productions through the PopRead tie-in system, thereby, retaining an audience share. In turn, our primary market is linked to advertising rates and revenue, especially for commercial television and film. PopRead will add great potential for an increasing the life-span of advertising and direct sales revenue during all phases of distribution. This retention is a major reason why our clients will purchase PopRead’s services for their content.

Total Web Usage and E-Commerce

Global E-commerce revenue will top USD 1.1 trillion by 2002, up from USD 15 billion in 1997, according to a recent estimates from Deloitte Consulting. (Source: Forrester Research) The following figure charts the increasing activity of the internet sector and projects continued acceleration in growth over the next few years.

Description: http://www.spectrumacademy.org/PopRead_files/image006.jpg

The US is expected to generate the majority of the total Internet generated revenue, USD 842 billion. The rest of the world’s regions together would generate the remaining USD 300 billion. The Asian market is predicted to generate USD 50 billion in revenue.

In addition, there are 92 million US and Canadian web surfers over the age of 16 and another 150 million people worldwide who actively use the Internet. Over 60 percent of these surfers shop on-line. By the end of 2005, it is predicted the global market will grow to over 300 million surfers of whom 225 million will shop on-line. Nearly 70 percent of this Internet “universe” will be outside of North America. (Source: The Computer Industry Almanac, December 1999)

PopRead proposes a unique business-to-business (B2B) model that creates a service that can enhance both quality and viewership for commercially based entertainment and educational programming.

"The great untold story of online commerce is that business-to-business sales have already eclipsed the higher-profile business-to-consumer (B2C) market by a long shot. Annual B2B e-commerce is projected to soar from $34 billion in 1998 to $1 trillion by 2003, according to Forrester Research, while the consumer market swells from $7.8 billion to $108 billion in the same period." (Source: Business 2.0, September 1999)

According to the Gartner Group, 7% of the forecasted USD 15 trillion total global sales transactions will be done through B2B e-commerce. Updated figures by the Gartner Group on January 26, 2000 estimated the B2B market to grow from USD 145 billion in 1999 to USD 7.29 trillion in 2004.

PopRead recognizes the enormous opportunity the Internet is providing for education on many different levels. The Internet’s education universe is highly active and fast developing, giving rise to a growing number of sites serving B2B and B2C markets. Quite simply, the television industry is looking for new and innovative ways to extend and balance the influence of the Internet and its acquisition of the television industry’s target audiences.

The film and television industry is using the Internet to aggressively market their programs and products. However, this utilization of the Internet is primarily devoid of any meaningful educational value. Yet, the Internet is a most ideal platform for education. Industry exceptions to using the Internet as simply another marketing tool include such cable networks as the Discovery Channel, History Channel and Turner Networks who have actually built sites with curriculum materials, student resources and so on. The major networks have yet to implement such educational outreach services.

PopRead has developed an innovative and exciting approach to utilize the strengths of both the Internet and television media by delivering informative and promotional educational packages free to our nation’s K-12 schools. Additionally, PopRead software systems can be adopted and delivered in many formats around the world. The University of California system, which supports this approach, lends academic legitimacy to this endeavor.

While it could be argued that networks could develop their own in-house software systems and curriculum packages for outreach purposes, PopRead’s system would be more comprehensive and more efficient, thus, much more competitive. PopRead will be designed by a professional team, making it much more cost-effective and quality controlled as an out-source service rather than a large and costly in-house service.

The other issue today is that the larger networks or production companies no longer produce a lot of the entertainment media. In fact, these media are produced by thousands of independent production companies who do not have the resources to create these unique services. These companies sell product to larger distribution outlets that are motivated to enhance their audience and distribution share.

Bud Grant, PopRead’s CEO and former President of CBS Entertainment, believes that many network, cable and satellite company presidents, could easily be motivated to buy this type of value added packaging for their show line ups. "The PopRead systems can increase viewership and the life span of their content worldwide."

The needs of teachers - and the connecting of teachers with other teachers through innovative communications services - are growing demands in the educational marketplace. While there are many student curriculum support sites, there are far fewer teacher support platforms that also consider the content being used as both teaching and learning tools.

PopRead intricately weaves the needs of teachers with the needs of students to create a well-defined curriculum resource center that serves the needs of both. Simply stated, teachers will be able to acquire and make available lesson plans, lecture notes and support resources via PopRead.com. These items will be downloadable through the PopRead’s digital library server.

Another achievable and scaleable opportunity that PopRead will implement in the future is the Teacher-to-Teacher Marketplace. PopRead recognizes that teachers must continually maintain their level of expertise and teaching abilities through reliable professional development methods and resources. To accomplish upgrading, teachers must rely on other teachers, authoritative support systems, experts and administrators to assist them with their professional development goals, curriculum and classroom management.

Thus, service provider PopRead, as an innovative curriculum production and distribution model, utilizes:

· the resources of leading institutions of higher learning,

· our veteran educational and television Members of the Board,

· TV, video and film marketing experts to provide teachers with curriculum support packages based on a wide variety of television programs, films and archived videos.

Mandate To Combine Educational Services With Commercial Applications

Educators in general are beginning to turn to alliances with commercial entities to increase the efficiency of the educational process both financially and operationally. The commercial business model takes less time to implement programs, can develop greater financial resources in a shorter period of time and will ensure the educational process is able to meet the needs of the future. Many other traditional non-profit organizations are developing in-house, for-profit divisions for the same reason. For example, National Geographic Society formed National Geographic Television, Inc. in the early 90’s to more rapidly facilitate the use of its content in both education and entertainment industries. Today, National Geographic Television is a commercial partner with NBC and other major partners in a global distribution now called National Geographic Channels Worldwide.

Education Market

There are 116,910 public and private schools with K-12 students in the United States alone, of which 89,508 are public. Virtually every public school is now connected to the Internet. In the US alone, there are over 52 million K-12 school students and 4.2 million K-12 teachers. USD 351 billion was expended on K-12 education in 1999 with an additional USD 232 billion spent on post secondary education (not including vocational, specialty and professional development training). (Source: National Center for Education Statistics)

It is also estimated that schools write 25 million purchase orders in a year at a cost of between USD 100 and USD 150 above the actual cost of the product for each requisition. (Source: Lamar Alexander, CEO of Simplexis.com, February 1, 2000). PopRead will provide direct access to the best products and pricing available worldwide, thereby, capturing the market through our media popularity and increasing our share.

Within the context of this proposed plan, this scholastic audience is a direct client of our clients: the broadcast industry. Our services will be geared to enhance the appeal and educational value of our clients’ programs within this vast audience.

Future Development

While the initial business plan is targeted to K-12 learner, over time, we could also feasibly focus on the post-secondary or life-long learner. Television shows that appeal to a more specialized or higher level audience interest include Law and Order, ER, West Wing or cable content. 14.8 million students are enrolled within public and private post-secondary institutions. (Source: National Center for Education Statistics, December 1999) In addition, there are 953,000 senior instructional staff teaching these students. (Source: US Department of Education, 1999)

Although estimates vary, there are approximately 104 million K-12 students and 6.4 million K-12 teachers outside of the US with Internet access. In addition, there are over 29.6 million students enrolled in institutions of higher learning and over 1.9 million senior instructional staff of post-secondary institutions with access to the Internet.

Another much larger audience, yet a less heralded one, is the life-long learner. An estimated 80% of the adult population in the US participates in continuing education, professional development or self-enlightenment. (Source: US Department of Education, 1999)

With global consideration, PopRead will be tapping into a global marketplace of nearly 213 million students and teachers who have access to the Internet. All projections are that these numbers will continue to expand as the Internet continues to expand its reach worldwide. This potential market serve as a strong base for PopRead’s services. Leading Internet analysts project that this group will constitute the most active new Internet users. (Note: The global marketplace figure listed in this paragraph counts students with access to the Internet and not the actual number of Internet users.)

IV. BUSINESS MODEL

PopRead will have three methods of selling and distributing the learning modules. These methods may be used singly or together.

1. The first and most frequently used model is a simple contract for producing the learning modules and future software licensing for a specific content provider whereby they will maintain ownership and distribution. A simple pricing model will be set for each unit (for example: see MyTvQ module below).

PopRead's learning module and our proprietary software can be placed on the content owners’ or distributor's website, customized with their logos and advertising before the broadcast. PopRead.com will also provide hosting/serving, if requested, for an additional fee. We will ask for licensing rights to the program and learning module for future use by PopRead Inc., a new educational binary hub business that solely focuses on Internet Education.

2. The second model will require a lower cost investment by the content provider/broadcaster. After being provided with a copy of the program and the shooting script, PopRead will produce the learning modules appropriate for the program at 50% above cost. The learning module will then be hosted on our consumer website for an additional fee at www.PopRead.com and PopRead.TV. The content provider will be required to cross-promote audiences to our website as well as theirs in order to take advantage of the program and its value-added packages.

We will thereby enhance the online and mass marketing of PopRead's programs and services by increasing their visibility using national television and film programs. Over time, we plan to offer scholarships, awards and national contests for students and lifelong learners. This model, either alone or in combination with others, could be used for national promotion when needed.

3. The third model will require a cost investment by the content provider/ broadcaster. After being provided with a copy of the program and the shooting script, PopRead will produce the learning modules appropriate for the program at cost. The module will be hosted on our consumer website for a fee at PopRead.com and PopRead.TV, as well as, licensed for direct sales on our ON and OFF-Air life science library during the client's broadcast.

In any given case, when we negotiate exclusive or non-exclusive rights for distribution, we will only invest in high quality media that serves our goals in global education. The content provider will be required to send their audience to our website at www.Popread.com and PopRead.TV in order to take advantage of the program packages and future distribution. We will offer a limited amount of recognition to the content provider.

This model only makes sense when we are building a high quality library for ancillary sales and the product will have broad base audience appeal. Some programming may be so attractive to our OFF-Air life sciences library that we may invest in a “no cost to the content owner” contract in return for exclusive licensing rights world wide. We would later build a curriculum package upon our own distribution/broadcast or build it when requested by a teacher who may be viewing our OFF-Air library. Then, we would amortize and market that property globally to all of the same grade level teachers where it may apply.

Distinctive Product Qualities

Content providers of any media programming will contract PopRead to develop learning modules for each of their unique programs geared towards the K-12 audience and/or other audiences. Each of the learning modules, therefore, will be as unique as the program itself. Within the K-12 group, a learning module can be designed for 4 subgroup ages:

· Kindergarten-Grade 1,

· Grades 2-5,

· Grades 6-8 and

· Grades 9-12.

Because programs are not always targeted for all ages, the content providers will chose the subgroups for which the learning modules will be built. PopRead’s Teacher-to-Teacher Marketplace will also make available, in an indexed and central area, all the resource materials that are made available on a commercial basis usually in catalog format. PopRead will license these materials and form strategic alliances with current suppliers. These materials will include CD-ROMs, DVD, VHS, brochures and displays.

The PopRead Modules

PopRead's initial primary revenues will be based on sales and support services of three basic packages as outlined below. All package sales will include installation of PopRead's proprietary interactive software and a custom designed link page to our clients’ web sites as well. These examples are targeted for our television and movie clients.

1. MyTvQ or MovieQ Curriculum Resource Packages

The Curriculum Resource package includes a customized support web package for most media, including, but not limited to: mini-series, movies of the week, feature films, radio campaigns, specials and series content. Each Curriculum Resource package consists of two to three activities of 20-25 minutes each taken from the following list:

· Script Side class (edited shooting script) digitized for in-class activity: includes student role-playing, public speaking, basic reading and writing assignments in preparation for viewing the film or video.

· Homework: includes two out-of-class activities that students can do on their own in preparation for quizzes and the telecast, film or video.

· Resources and Links: includes website links and other suggested reading related to the telecast, film or video that could be accessed both in class and out of class.

· Quiz Class: includes 15-20 questions in preparation for the broadcast to be graded automatically online or other - the results of the quiz will be delivered to the teacher and/or end-user via email, fax or phone.

· The PopTVQuiz: 10-15 broadcast tie-in questions that can only be answered by viewing the program. During this testing and evaluation research, UCLA and PopRead will be compiling the effects of television’s neural loop and how we may improve upon our concentration and retention of that program while still enjoying it as usual. All results will be made available and be graded automatically online. The results will be sent via e-mail, fax or phone to the teacher, network or end-user.

Sales Price: USD 15,000.00-20,000.00, depending on the complexity (does not include backend support needs or direct hosting).

2. MyTvQ or MovieQ Students Guide

Customized student support package for most media, including, but not limited to: mini-series, movies of the week, feature films, radio campaigns, specials and series content. The Student Guide package is composed of four to six activities of 30-35 minutes duration each drawn from the following list:

· Script Side class (edited shooting script) digitized for in-class activity: includes student role-playing, public speaking, basic reading and writing assignments in preparation for viewing the film or video.

· Homework: includes five to seven out-of-class activities in preparation for quizzes and telecast/video/film tie-ins with direct interactivity via the Web, fax or phone for input and results.

· Synopses of Telecast/Video/Film: includes the cast of characters, action, meaning and significance to the subjects of mathematics, science, social science, history and language arts.

· Resources and Links: includes website links and other suggested reading related to the telecast, film or video.

· Pre-Broadcast Quiz Class: includes 20-25 questions in preparation for the broadcast which will be graded automatically online. The results will be delivered to the teacher and/or end-user via email, fax or phone.

· PopTVQuiz: 15-20 broadcast tie-in questions that can only be answered by viewing the program. During this testing and evaluation research, UCLA and PopRead will be compiling the effects of television’s neural loop and how we may improve upon our concentration and retention of that program while still enjoying it as usual. All results will be made available and be graded automatically online. The results will be sent via e-mail, fax or phone to the teacher, network or end-user.

Sales Price: USD 20,000.00-25,000.00, depending on the complexity (does not include backend support needs or direct hosting).

3. PopRead or MovieQ Teacher’s Guide

Customized teacher-support package for mini-series, movies of the week, feature films, specials and ongoing programs and series. Components in the Teacher’s Guide Package include seven to nine in-class activities from 35-40 minutes each taken from the following list:

· Lesson Plans: include discussion guides, in-class activities, downloadable text, graphics and related audio-visual materials and suggested test questions for a 45-60 minute sessions.

· Homework: includes seven to eight out-of-class activities in preparation for quizzes and telecast tie-ins with direct interactivity via the Web, fax or phone for input and results. Teachers may customize activities or quizzes as needed.

· Bibliography/Synopses: include lists of related reference sources and summaries of the cast of characters, action, meaning and significance to the subjects of science, health, mathematics, history and language arts.

· Resources and Links: include website links and other suggested reading related to the telecast, film or video.

· Pre-Broadcast Quiz: includes 35-45 questions to be automatically graded online. The results will be sent via e-mail, fax or phone to the teacher or end-user.

· PopTVQuiz: 20-25 broadcast tie-in questions that can only be answered by viewing the program. During this testing and evaluation research, UCLA and PopRead will be compiling the effects of television’s neural loop and how we may improve upon our concentration and retention of that program while still enjoying it as usual. All results will be made available and be graded automatically online. The results will be sent via e-mail, fax or phone to the teacher, network or end-user.

Sales Price: USD 35,000.00-40,000.00, depending on the complexity (does not include backend support needs or direct hosting).

PopRead Proprietary Software

These software/web application learning modules will only be available using PopRead’s proprietary and secure software design. For example, when ABC premieres a PopRead based curriculum package with their program, they will be able to use this curriculum tie-in service during their network broadcasts. If they want to resell the program to another distributor, we will require a fee for reloading which will most likely include a redesign of graphics, logos, possible server fees and remarketing/distribution for the broadcast of the next network/cable station, video rental or direct sale provider in line.

The PopRead system can be loaded via the web and made available for use by conventional methods to our B2B clients (for example, CBS, NBC, ABC, FOX, WB, Cable networks, Tri-Star Pictures or small production company). A time and use fee will be applied to drive PopRead's custom curriculum packages for client’s program tie-ins hosted by our server.

PopRead’s curriculum package tie-in services will follow and promote the program's life span from premiere to syndication to foreign to rental to direct video sales. Furthermore, PopRead will offer our B2B clients’ web sites worldwide content language and curriculum translation for additional fees.

PopRead software will provide an environment that is secure. For example, through the use of passwords and other security systems, statistics from quizzes and tests for a specific teacher or class will only be made available to authorized users. Surveys and polls can be conducted in order to gather viewer feedback/ test marketing as well as collect trends on social issues. The beneficiaries of this information will be content providers, educators, school administrators and the Department of Education, just to name a few.

PopRead proprietary software could also provide the opportunity for teachers, parents and students to directly interface with each other through chat rooms at PopRead.com and our client’s site, on an as-needed basis, via real-time meetings, scheduled sessions, bulletin board service and live auditoriums.

As a long-term project, PopRead will consult with State experts and administrators in education in an effort to provide an online conduit for their process of updating teachers with current and progressive techniques. This endeavor will enable PopRead to provide greater value for educators and further to establish the Company as a primary education hub.

Revenue Sources

The primary portions of PopRead’s operating revenues will initially be generated from sales of:

· premiere curriculum packages,

· syndication resales,

· archived content and

· service fees

in support of and created for television, film, video and other media producers and providers and made available to teachers, students and life long learners.

In year two, the ON and OFF-AIR life science library will add substantially to the bottom line through:

· direct video sales,

· related advertising, including corporate sponsorships of PopRead’s educational programs,

· PopTVQuizzes on television and the Internet and

· joint grants with our non-profit partners at UCLA.

These revenues in years 1-2 pass-through sales of products and services within the PopRead Hub.

Our broader end-user Internet sales and services become the primary revenue streams starting in year three. PopRead’s B2B model, MyRedApple.com, is “The Warehouse” of the Teacher to Teacher marketplace, as well as, a huge supplier of educational business, including:

· all school supplies,

· equipment and technology and

· low cost consumer products.

PopRead will also derive substantial revenues from ancillary sales that cross both Business to Business (B2B) and Business to Consumer (B2C) platforms, such as:

· direct product sales through our PopStore including:

· “PopPro” accounts and

· "PopCash” for schools

· free email accounts for students and Teachers subscriptions

· product and technology license fees, both domestic and international.

V. SALES & MARKETING

PopRead's initial primary revenues will be based on the sales of three packages with increasing component levels and service fees which will drive price. These services are marketed and attached indefinitely to mini-series, movies of the week, feature films, radio campaigns, news events, TV specials and television series content, video rentals and so on. The three basic packages are (see pages 8-9):

1. PopRead Curriculum Basic Resource Package: The CR package is a customized support package for most media and includes: Script Side Class, Homework, Resources and Links and quizzes/testing of students.

2. PopRead Students Guide: Customized student-support package for most media that includes: Script Side Class, Homework, Synopses of Telecast/Video/Film, Resources and Links and quizzes/testing of students.

3. PopRead Teacher’s Guide: Customized teacher-support package for most media that includes: Script Sides, Lesson Plans, Homework assignments, Bibliography/Synopses, Resources and Links and quizzes/testing of students.

Market Development

Initially, PopRead will target the K-12 audience due to the immediate interest in that market by television, film, cable and other broadcast media. Within 9 months of launch, PopRead will begin targeting the life-long learner and related end-users. This group creates a constant demand for curricula that is not limited by the subjects and topics in the K-12 group. It is estimated that 80% of the adult population in the United States participates in continuing education, professional development or self-enlightenment.

Each year, US cable television and networks alone produce or license over 312,000 hours of original programming or an average of 2,000 hours per network. 156 networks are regularly involved in original productions, i.e., the major broadcast networks, History, A&E, HBO, Discovery, USA, TBS, TNT and other cable networks. The archives of all broadcast and cable networks are enormous and will provide extraordinary video sources.

PopRead estimates that it would be able to create a minimum of 240 packages in the first year by accessing these archives. These packages would then be marketed to K-12 school systems nationwide, as well as, through the Internet and standard television distribution packages. The resource packages will be developed for each video program and adapted for the age groups to be targeted.

These packages will be made available on the Internet as a broadcast tie-in interactive module or may be downloaded via a more conventional delivery method. Each package may be customized to meet the teacher’s or other end-user’s specific requirements, providing such elements as optional video, special references, specific data, graphics and other tools. As K-12 teachers use the modules, all interactive information will be graded or compiled and archived while being delivered to the appropriate end-user via email.

PopRead will give content producers the ability to assist the K-12 teachers in their goal of improving literacy and general knowledge while making it entertaining and fun for the students, thus, saving valuable time for teachers who now can do their jobs more effectively. Additional applications are made for the lifelong learner and continuing education.

Consideration will also be given to programming currently being produced by local broadcast stations and local cable systems. There are over 1,000 local broadcast stations nationwide involved in local productions and about 11,000 local cable systems which provide local and educational access television. Educational access programming would highly benefit from PopRead services because of the time and cost efficiency PopRead provides. Approximately 5,600 stations nationwide have local origination capabilities, meaning they produce their own local programs based on community interests. These programs are then broadcast on a dedicated local origination channel.

A major trend developing in local cable programming involves the creation of regional commercial networks that are proprietary to specific cable operators. The Comcast Network, for one, which launched in 1998, serves its 4.5 million subscribers with programming of local interest. MediaOne, which is 5 million subscribers strong, launched this year and provides similar programming. There are others developing across the country from Cox to AT&T.

PopRead plans to work at this level and complement the efforts that regional commercial cable stations are already making with such listing services as Cable in the Classroom. Cable in the Classroom currently lists broadcast programs teachers can tape to assist them in the classroom. At this time, there are only few curriculum resources attached to these free broad broadcast services. Building curriculum packages to complement Cable in the Classroom is an area PopRead will enter to expand our marketing and sales opportunities (see below in “Competitive Environment” section for more detail).

While television and related production companies provide an unbounded and substantial source for PopRead’s curriculum-based platform, there are over 5,000 video and production companies in North America that provide material for release to video only and other non-television outlets that would work well with curriculum study support.

One outlet that is particularly receptive to curriculum support is large format theaters such as IMAX. IMAX operates over 200 theaters, with a backlog of over 80 theaters due to open in the next few years. Over 140 films currently reside in their library. Producers, such as, National Wildlife Federation, Smithsonian Institution, Lockheed Martin, NASA, NOVA/WGBH, Nanouk Films and many others provide IMAX films. IMAX is particularly attractive to PopRead because they are involved in curriculum development themselves.

PopRead will seek to aggressively establish a significant sales core based in the US before branching out into international markets. The US prospects are staggering given:

1. the enormous availability of product,

2. the wide open market for curriculum support package sales and services for existing programs and

3. the opportunities for creation of new video packages combined with curriculum support guides for the rental and direct sales markets.

All are offered schools, parents and students for classroom use as well as for the life-long learner.

Target Sales and Educational Usage

While the PopRead packages are designed and distributed specifically for primary use by educators, our sales strategy primarily targets three constituencies:

1. Program and film producers/distributors,

2. Television programmers and video retailers and

3. Business/non-profits/governments.

While these constituencies may overlap, the PopRead system is equally applicable to both the producers and the distributors of media content. In many cases, the producer and distributor are the same (i.e., HBO original films and programs).

We anticipate that producing entities will find substantial value in applying the PopRead system to its programs/films as a way to provide significant added value to its product, thereby increasing sales potential and, more importantly, higher sales pricing and sponsors’ impact.

The cost of the PopRead services is relatively small and quite affordable for a broad range of media productions of all budget levels.

Once PopRead modules are implemented in a broad market, i.e., major networks, cable stations, films and so on, we expect that these services could have a huge impact on our B2B clients; broadcast programs and web sites ratings. Our expected results with our B2B client’s media could have a huge impact on their stars, TVQ's, Neilsons and web-hit ratings. This would allow PopRead to adjust pricing upward in our first year of business accordingly to our added value market share as it develops.

Marketing Strategies and Tactics

PopRead’s primary marketing goal is concise and straightforward: sell the PopRead system to producers and programmers (See “XI. Funding Assumptions #1” and ProForma Income Instatement). The ultimate goal is to operate at maximum capacity which will expand as the business grows. Each year, US cable television and networks alone produce or license over 312,000 hours of original programming or an average of 2,000 hours per network.

Primary marketing strategies include:

· Increase the value of PopRead among educators who would be the end-users of the products.

· Build the PopRead brand names MyTvQ, MyMovieQ among families who have children in schools.

· Increase the value of the PopRead’s systems and products among local cable and broadcast television stations which are the direct links between the programs and viewers.

· Increase the value of PopRead among producers of television, video and film;

· Increase the value of the PopRead systems among many educational trade unions and other related organizations.

The above strategies are all intricately connected since the success in one strategy is directly dependent on the success of the other strategies. Therefore, the marketing tactics must be intricately connected and cross-supportive.

Primary marketing tactics include:

· Targeted public relations (press and media) campaign aggressively positioning PopRead’s products and services in cable and broadcast television trade publications (i.e., Cable World, Electronic Media, Broadcasting & Cable), entertainment magazines (i.e., Entertainment Weekly, Vanity Fair), parent magazines (i.e., Parent and Child) and educational trades (i.e., NEA Today, Education Today). Business, lifestyle and television sections of major daily national and local newspapers (i.e., USA Today, LA Times, Wall Street Journal, Washington Post) will also be targeted.

· Media ads will be used in a cross-supportive manner with the public relations effort to support PopRead sales to producers and programmers. A weekly media blitz will occur at the beginning of every quarter for the first year followed with a rotating media campaign involving a separate set of publications each month. Media targets will include the cable and broadcast television trades (i.e., Multichannel News, The Hollywood Reporter, Daily Variety).

· Direct mail (with kits) to producers, programmers, film studios, cable television headquarters and broadcast networks targeting the President/CEO, heads of programming, marketing and educational relations (where applicable).

· Attendance at major television and educational trade shows, i.e., NCTA National Show, annual meeting for the American Association of School Administrators and the National Education Association, National Association Television Program Executives and the Cable Television Marketing Society’s annual summit. Trade show strategy will involve public and private demonstrations of the PopRead products and system services, as well as sales negotiations.

· Road show presentations to major national educational offices, i.e., the NEA in Washington, D.C and the American Federation of Teachers in New York, Los Angeles and Chicago.

· Web surveys and e-mail distribution, including Web affiliations with major Internet Service Providers.

· Constant travel by the sales team, pitching producers, programmers and studios on the PopRead system.

Ancillary Marketing and Sales

Secondary sales markets, which are also significant sources of revenue, include Blue chip advertisers and video sales. Advertising/promotional opportunities will be included with the PopRead website and accompanying PopRead curriculum packages.

The advertising policy will comply with acceptable standards for educators in a manner that will be beneficial to both the educational community and the advertiser, as well as, complement the message being delivered by the producer, programmer or film studio.

The marketing strategies and tactics listed above for the primary market will significantly impact advertising sales efforts. Both standard and customized advertising opportunities will be provided.

Another secondary revenue stream is the sale of videos acquired by PopRead which are packaged with PopRead curriculum guides. These video packages will be sold direct to teachers via the Web or the PopRead toll-free number, as well as, to leading video retailers such as Blockbuster. Point of Purchase sales will be offered for video retail distribution accompanied by customized local promotion packages to attract teachers and families. These videos will also seek out a secondary end-user constituency called the life-long learner. Not only will the videos be of a compelling nature to the life-long learner, but also the accompanying PopRead packages will be designed for their benefit as well.

International Sales and Marketing

Though the United States will be PopRead’s initial, primary sales market for the first two years, the Company will also engage in international services. The primary targets will include producers (i.e., ITEL and Canal Plus) and major programmers (i.e., BBC, Televisa, TV Asahi and CNI Canal 40 of Mexico).

Primarily, the PopRead system will be promoted via the international television and film trade publications (i.e., Screen magazine), and attendance and related promotions at MIP-TV (April) and MIP-COM TV (September/October).

Distribution Through Existing Partnerships

PopRead has developed a relationship with Ecology Communications/J-Net for the purpose of putting its educational resources to maximum use through a combination with their established, complementary business models. Through this affiliation, PopRead will benefit from existing agreements that place the company solidly within the education, television and Internet marketplaces.

Ecology Communications/J-Net has an established local cable station distribution base that currently represents 12 million US households and is projected to penetrate 35 million by mid-2002. This distribution network was established in May 1997 and, in the year 2001, is increasing its distribution to 20 million homes. Such cable operators as MediaOne, Cox Communications, Time Warner Cable, Comcast Communications and AT&T Cable Services make up the bulk of Ecology Communications’ distribution.

Ecology Communications also has established working relationships with a large number of educational organizations and institutions of higher learning for the purpose of supporting and providing authority for the development of content. Such organizations include, among many others:

· MIT Center for Environmental Initiatives,

· Harvard University (Department of Biology),

· National Wildlife Federation,

· NASA,

· Earth’s 911,

· University of North Carolina at Wilmington,

· Hubbs Sea World Institute,

· National Wildlife Federation,

· Ecosystems Management International,

· American Rivers,

· Jean-Michel Cousteau Institute,

· National Water Research Institute,

· American Institute of Architects,

· New England Aquarium,

· The Thoreau Institute,

· US Fish and Wildlife Service.

Currently, Ecology Communications has committed to PopRead curriculum packages for their up and coming series on the Florida Gulf Coast entitled “Oceans and Human Health.” This content will be distributed world wide to all educational systems and will most likely premiere on a major network broadcast system. There is already tremendous distribution interest from the PBS and National Geographic network for obvious reasons.

University of California System Distribution for Out-Reach Programs

Within California, PopRead has an excellent opportunity to serve within the University of California system outreach efforts providing technical assistance and curriculum support to the California K-12 classrooms. Currently, one of the University’s mandates is to improve access to new relevant and groundbreaking information for California primary, middle and secondary school teachers and students.

PopRead plans to provide (assuming planned external resources are obtained), faxes, emails and/or other information notifying California’s K-12 and post secondary teachers about our clients’ quality programs that will air in the future. The notification will provide access to a free PopRead curriculum package. Teachers can then use this free information to provide new, fun and exciting ways to better communicate with students. The California system outreach model we are developing could be used as a blueprint to take nationwide and, then later, as a global edu-tainment platform.

The PopRead Seal

A primary marketing goal of, and value-added enhancement for, PopRead is to have its emblem listed next to programs using the PopRead system in the various television guides and daily program listings in newspapers across the country. When a program is listed with the PopRead emblem, then teachers - as well as ultimately all viewers - will know that the program or film has a substantial curriculum support package. Theatrical releases would list the PopRead symbol in a leader (acknowledgment prior to the film) and/or trailer to the film.

Description: http://www.spectrumacademy.org/PopRead_files/image008.gif
VI. POPREAD’S PRODUCTION PARTNERSHIP WITH UCLA

PopRead has reached an agreement in principle with the University Health and Media Research Center (UHMRC) of the University of California at Los Angeles (UCLA) to provide full curriculum packages and development services. This agreement provides PopRead with the full infrastructure necessary to originate, research, develop, assemble and deliver an unlimited supply of curriculum tie-in packages - on any level and in multiple languages - via the Web, CD-ROM, DVD, VHS and standard print kits to meet the needs of educators worldwide.

UHMRC has direct access to and is supported by the substantial educational content and technical resources of UCLA and the University of California system. UCLA’s educational relationships with other universities and related research organizations in the United States and throughout the world extend deep into the global educational marketplace. (See Appendix B)

Dr. Deborah Glik is the Director and Founder of UHMRC. Along with James McNichol, she will directly oversee UHMRC’s activities with PopRead. Essentially, she will function as the Educational Director for PopRead. She is a tenured Associate Professor for the UCLA School of Public Health. She also serves as the Co-Director of the UCLA Technical Assistance Group (TAG) which specializes in the assessment and evaluation of educational and community based projects.

PopRead is designed to grow as aggressively as needed to capitalize on the marketplace opportunities that are developed by management and are presented by strategic partnerships. This design results in substantial strengthening of individual operating divisions, streamlined operational management, effective fiscal management and reduction of operational expenses.

The PopRead System

Each PopRead product will originate from the client’s product: a program deemed valuable enough to be provided with accompanying educational support content. Once an agreement is signed with program content owners and/or distributors, a project would be assigned directly to a task force leader who will work directly with PopRead’s research partners (i.e., UHMRC).

Each project is first thoroughly researched to identify the areas of interest, determine important facts, findings, questions, issues, themes or problems. Research is then summarized for authoring the educational materials. Gathering this information could include reviewing relevant literature, interviewing experts, interviewing the target audience to check knowledge levels, reviewing similar curricula, observing or interviewing persons who have been affected by the issue or problem.

Once researched, a task force leader creates the materials or curricula using the research information. This process entails determining the scope and format of the materials, the objective to be achieved and the focus or emphasis to be followed. Outlining, writing and selection of graphics for the curriculum packages follow. Quizzes and tests are created based on the resulting materials.

For additional fees upon the client’s request, the project is pre-tested (beta tested) and/or test marketed with a representative target audience. If necessary, the materials are adjusted based on feedback from the intended audience and expert review.

In all cases, when the completed package is signed off by the project leader, it is presented to the PopRead Educational Panel for final approval. All comments from the panel are integrated by the task force leader and the PopRead Educational Director, Dr. Deborah Glik, who will sign off on the project before being submitted to PopRead’s Executive Committee for final approval.

Once a project receives PopRead’s formal approval, it is then presented to the client and marketed/distributed according to the initial agreement with the client. Distributive pathways could include direct distribution by www. PopRead.com and PopRead.TV, as well as, the client’s network or website plus direct distribution to teachers in the client’s designated market areas.

PopRead’s Professional Services via UCLA

PopRead is positioned to offer pre-production, professional services to the entertainment industry. Through our agreement with UCLA, we will broker evaluation, test-marketing and script analysis services to writers and producers of various media. As these services are normally outsourced and expensive, they can be efficiently combined with our curriculum development services, saving time and money for our clients and expanding on our own edu-tainment goals.

The PopRead Education Panel

Serving on the Board of Advisors as our Senior Educational Consultant. Dr. Deborah Glik (see page 30) will initially be joined by a distinctive panel of educators that will ensure the educational integrity of all of PopRead’s curriculum products. Called the PopRead Educational Panel, the initial members will include faculty members from the UCLA Graduate School of Education and Information Studies who specialize in curriculum development for K-12 students and interactive learning systems. The Educational Panel will also include faculty members from the UCLA School of Public Health who specialize in consumer education and multi-media formats.

Dr. Glik will initially be joined by a strong list of colleagues and PopRead's Board Member candidates, including:

John D. McNeil, PhD, Professor Emeritus, UCLA Graduate School of Education and Information Studies, leading expert on curriculum development for grades 6-12,

Linda Rose, PhD, Professor, UCLA Graduate School of Education and Information Studies., expert in elementary school education,

Gus Dalis, EdD, Senior Project Director, Los Angeles County Department of Education, expert on curriculum development for middle school grades,

Susan Millet, MAT, Independent Educational Consultant, curriculum development for elementary and middle school students.

Add UC outreach team here?

This panel will interface directly with the development and final production of each curriculum project, thereby providing precisely crafted end-user packages for all educational levels from elementary and middle schools to high schools and post-secondary education. The panel, which will also be expanded to include other seasoned educational experts and teachers, will also appoint a single task force leader to each PopRead project. Each task force leader will possess the exact skills and expertise required to see the project from the beginning to end based on content and educational target level.

VII. CURRENT OPERATIONS

PopRead has established a basic website at www.PopRead.com which will include a beta-test video/curriculum model on which future sales and marketing activities will be based. Ecology Communication has licensed to us one of their most highly rated and award winning one hour environmental programs to use for the curriculum tie-in beta-test package on the East and West Coasts. The beta-test currently in pre-production will be shown to teachers, students, parents and other national educational organizations. Upon completion of the beta-test, we will take the feedback received through surveys and evaluations to make any needed adjustments to finalize our product lines.

We presently have letters of intent from Ecology Communications/J-Net for production of all their purchases of our curriculum packages, including, programs produced for the Outdoor Life Network and many other networks. In addition, with Ecology.com, we have licensing agreement with their huge environmental video library of over 1,500 hours of quality content for future distribution through PopRead’s Off-Air life science library with enhanced already made or made to order curriculum packages for direct sales around the world. (See Appendix A)

Further, PopRead has an agreement to produce all of Earth’s 911 curriculum content. Earth’s 911 is a nationwide and global 1-800 clean-up hotline and interactive web site. As our environment and Earth’s 911 “call to action plan” will affect all of us in one way or another, PopRead is proud to be assisting them in their noble, educational and environmental goals. (See Appendix C) Earth’s 911 is sponsored by the following:

· 50 US states

· Ford

· AT&T

· Microsoft

· Union 76

Management Team

PopRead is designed to grow as aggressively as needed to capitalize on the marketplace opportunities that are developed by management and presented by strategic partnerships. This design results in substantial strengthening of the individual operating divisions, streamlined operational management, effective fiscal management and reduction of operational expenses. To accomplish this, PopRead has established the following corporate management infrastructure: (See Appendix ***)

· Bud Grant, Chief Executive Officer (CEO), is distinguished as the longest serving president of any television network, working under Bill Paley, founder of CBS. Also known for his winning game at CBS entertainment, he was responsible for many of the CBS Television hit programs during his term (Magnum PI, Dallas and many others). He was also responsible for the launch of "Teacher's Guide" for CBS. This successful program directly mailed CBS specials and Movies of the Week shooting scripts to our nations K-12 schools as a literacy and reading incentive tool.

· James V. McNichol III, President and Founder of PopRead, Inc., has been successfully involved in developing relationships and ventures with various educational sources for media-driven educational projects over the past 20 years. He and Professor Deborah Glik (see below) are responsible for the alliance with the UCLA Health and Media Research Center. After a successful 25 year career in the entertainment industry (where he starred in numerous films, network television series, Movies of the Week, specials and albums), Mr. McNichol turned his energies and vision to education and multimedia development.

· Eric McLamb, Chief Operating Officer (COO), currently serves as Senior Vice President of the J-Net Group, Inc. Prior to founding Ecology Communications in 1993, McLamb served for over 11 years collectively with Turner Broadcasting System, Inc. and Discovery Communications where he worked with the country's leading cable television networks, including, CNN, The Discovery Channel, The Learning Channel and Superstation TBS. He also played a key role in the launch of both companies' educational services divisions and helped nurture Discovery's relationships with schools and educational organizations across the country. In 1993, he founded Ecology Communications, which was subsequently combined with two sister companies to form The J-Net Group, Inc.

· Samantha Ims, Chief Financial Officer (CFO), is currently the Manager of the Century City Towers Location of City National Bank. ***

· Mark Nicolas, Chief Technology Officer (CTO), is working as a consultant in Los Angeles, California. He specializes in Windows NT implementation, integration, and management for non-profit medical clinics. He has worked on various projects, from small clients to larger non-profit and governmental agencies, such as, the Northeast Valley Health Corporation and the City of Pasadena. Add experience with CHAIN and UCLA.

· Mathew Schlueter, Chief Information Officer (CIO) has been working over 19 years in the data processing industry including extensive experience with the MAPPER subsystem of Unisys 1100/2200 mainframe computers, UNIX, NT systems including MSW.NT and UNIX administration, including a number of UNIX varieties such as SVR4, Solaris, UnixWare and several Linux releases. Project Leader and Project Manager positions. Held DOD security clearance level. Provide knowledge of system software product installation, support and maintenance. Knowledge of 3GL and 4GL-application software support including database normalization and management, applications development and support, system performance tuning and capacity planning. Considerable experience with network configuration, installation, and application programming and protocols including FTP, HTTP, CGI, DNS, SMTP, RPC, SMB, MRI and others. Programming languages include C, MASM, MAPPER, ECL, SSG, C++, Java (JBuilder, J++), JavaScript, HTML, Cobol, SQL, BASIC, FORTH and others.

· Zen Benefiel, MA, MBA, Vice President Organizational Development has a proven record in developing people, places and things as logistical components of project management. He brings over 20 years of facilitaion experience across aerospace, education, special events and more; leading groups and organizations to achievements of goals through best practices collaboration.

· Jeffrey Baumann, Vice President of Resources and Development

· Renee Ebert, MPH, Vice President of Sales and Marketing/US, is the Coordinator and Development Director for the UCLA International Distance Learning Project. Ms. Ebert acts as manager for grant writing. Her work includes research of foundations and collaborative efforts with other staff members in grant writing and the creation of a market for the Center’s services.

· Happi McQuirk, Vice President of International Development, is the President of McQuirk Consulting Company, a computer reseller and consulting firm in Ireland. She has thirty years experience with all creative aspects of computers, print and web design, as well as, several decades experience in accounting and finance. Her project activities span over half of the world with strong interpersonal and writing skills.

· Gerald Rome, Vice President of Internal Affairs, ***

· Michael Sunnywater, Vice President of Research, ***

· Dr. Deborah Glik, ScD, Senior Educational Consulting Advisor, is Director of the UCLA Health and Media Research Center, Associate Professor and Co-Director, Technical Assistance Group, School of Public Health, University of California at Los Angeles. She taught at the University of South Carolina and has over 20 years of experience in conducting research on health behavior change, health communications, formative research and program evaluation in a variety of settings.

Additional strategic management team and Board members will consist of associates and colleagues of the management team and the company’s strategic partners. Such members would range from veteran educators in government, private organizations, business and institutions of higher learning to key personnel in asset management, marketing and sales, and corporate development and expansion. The PopRead Board of Directors will consist of veteran professionals of the highest caliber in the fields of Education, Internet Management, Finance and Entertainment.

VIII COMPETITIVE ENVIRONMENT

PopRead is entering an entertainment universe that is rapidly evolving toward applying its product to the educational process. This process includes providing context of television programs and theatrical features for use by teachers, students and the lifelong learner, nationally and worldwide.

The television marketplace, particularly the cable industry, has clearly indicated its demand for curriculum-based support materials to accompany its programming by developing an alliance of programmers to serve the needs of K-12 audiences. Cable in the Classroom (CIC) is an effort that organizes specific programs offered by the cable networks into various time slots each day. At its core, CIC is a public service initiative that joins local cable operators and national programmers together to provide schools with free basic cable television service and over 540 hours of commercial-free educational programming each month.

These programs can be taped and used free-of-charge by teachers for classroom study when it meets their curriculum needs. CIC offers a monthly magazine that helps teachers navigate these cable offerings, sorted by subject area. The individual networks are responsible for providing study guides for their CIC-approved offerings. CIC provides only copyright clearances, program highlights and curriculum connections. Over the past ten years, 41 national cable networks and 8,500 local cable companies have spent over $2 million a week in this public service.

Individual cable networks provide their own curriculum packages and study guides from time to time for specific programs, whether or not they are in affiliated CIC or other time slots. Several networks have educational divisions that oversee this effort. However, no network has a dedicated team designed for the purpose of creating curriculum packages for the simple reason that it would be too costly and inefficient. Instead, they work with different experts related to the respective programming content being considered.

PopRead is designed to work with the needs of each network and programmer in a behind-the-scenes fashion, bringing its expert panel of educators together with each network’s or production company’s producers and experts on the myriad subject matters to create the required packages efficiently and cost-effectively. In so doing, PopRead would be able to position itself as the primary curriculum support provider for an ongoing series of programs indefinitely. PopRead management is not aware of any single organization that provides this tie-in broadcast services on an exclusive basis or that have direct distribution to the K-12 outreach programs.

In addition to ongoing series, PopRead would have the added advantage of offering curriculum support for archived programs and series thereby pumping new life into “retired” programs for the purpose of providing cutting-edge study guide packages. This profit center would provide added revenue and marketing opportunities for the program suppliers, as well as, additional business for licensing and direct sales for PopRead’s OFF-Air library.

Similarly, PopRead would seek to acquire rights to certain programs and series for the purpose of presenting them in the national and international education market complete with curriculum support. These packages would sell in much the same way books and related material are sold. They would also be offer on the Internet through cutting-edge video streaming and educational assessment applications.

Key Strategic Advantages

PopRead’s strengths are derived from substantial knowledge and hard assets including, among others:

· Seasoned management at the Board level with substantial multi-tasking experience in Internet technologies, content development and production, educational program development, digital technologies, cable and broadcast television business development and related technologies, multimedia sales and marketing, and finance;

· Exceptional chemistry and commitment among the management group;

· Strong Board of Directors, consisting of those with PhD’s in education, strong and versatile Internet experience and fiscal management.

· Strong and established relationships and operating agreements with institutions of higher learning, leading educators and related educational advocacy organizations;

· Strong relationships among non-profit and for-profit educational and environmental organizations, including project collaborations and creation of content;

· Substantial experience in broadband video, Internet and digital delivery industries, educational systems and technologies;

· Strong connections within the entertainment industry.

· Substantial R&D capabilities;

· Creative development and design pools.

Advertising and Marketing Advantages

PopRead combines the advantages of television and related media advertising with the growing power of Internet advertising to create a significantly valuable educational advertising and sponsorship package for Blue Chip advertisers. With the power of the Internet, these advantages will apply globally. According to the Internet Advertising Bureau (IAB), advertisers are realizing that the Internet has become more of a mass medium. $4.4 billion was spent in on-line consumer advertising in 1999, with $50 billion plus in on-line consumer advertising projected by 2003. “The industry's growth shows no signs of slowing down,” says IAB Chairman Rich LeFurgy.

PopRead will also initiate a unique rebate system for customers based on their level of patronage of the PopRead system. Such disbursements will be made in a number of different forms, based on the needs of the subscriber base, from scholarships to cash rewards, prizes etc.

IX. THE OFFERING

PopRead is seeking $3 million in the first round funding to expand current operations, including sales and marketing, technical operations and content acquisition and repackaging. In this phase, PopRead intends to market its curriculum products via www.PopRead.com and other media ads. PopRead will acquire rights to original programming and repackage the programming with PopRead curriculum packages for further marketing to schools and direct to teachers worldwide.

Initially, PopRead will work with Ecology Communications/J-Net on a Fall 2001 launch of new programming to cable systems nationwide where PopRead will own educational distribution rights as well as a percentage of the overall distribution rights to the programs along with Ecology Communications/J-Net.

The programs will air before a national cable audience while www.PopRead.com simultaneously provides Pre-Air, ON-Air and OFF-Air extended information and curriculum support for the programs. A quiz on the program, which will post immediate individual and total group results, will also be provided for each program. Once the program has aired PopRead will continue to offer support for that program world wide, as well as, offer the video to teachers to use in the classroom, accompanied with the curriculum support package, for a fee. (Fees are based on the program itself and length.)

In addition, PopRead will begin to market its product directly to the television industry and associated producers, specifically targeting broadcast and cable networks and production companies. This market outreach will be accomplished, in part, through use of strategically placed ads in broadcast and cable trade publications, though primarily, through a well-executed public relations and media effort.

Though PopRead will enter into long term contracts with print media advertising which will substantially reduce costs, this public relations effort will be more cost-effective with continuous coverage of PopRead being generated effectively costing a tenth of standard advertising rates on a column-inch basis. Standard practice for branding a new company as a US household name can cost up to USD 100 million. PopRead can accomplish this branding within two years at a fraction of the cost through our exposure in cross-promoted, national broadcast programs along with our educational package tie-ins.

Move to Market strategy.

Ecology Communication’s programs will test the market on the East Coast whereas PopRead will test them on the West Coast. PopRead will analyze the strengths among educators, parents and students of the PopRead system to be launched along with the Fall 2001 programming launch in conjunction with Ecology Communications. Currently being considered as target areas for Ecology are: New England with primary concentrations in Massachusetts, Maine, Connecticut, Vermont and New Hampshire. PopRead will target the state of California through the University of California system.

The seed round is projected to last nine months to the second round of financing. The seed round will support development of second round financing anticipated at $6-8 million for deployment to a global K-12 educational-media marketplace.

Proposed Financing And Use Of Proceeds

PopRead is a clean business shell formed as a Nevada C Corporation to launch a substantial business operation as an aggregate of its own proprietary concepts, knowledge assets, business relationships and considerable operational support systems. This format will allow PopRead to gain an immediate competitive edge in the marketplace by providing services immediately.

Ownership, Liabilities & Capitalization

PopRead is currently free of debts and liabilities of any nature. Initial expenses have been capitalized by cash proceeds provided by the principals, commensurate with their levels of ownership. The principals, management team and advisors (including, UCLA/UHMRC) have committed significant funds and labor to the development of the PopRead system. These expenses include incorporation and legal fees, logo development, office furniture, computer equipment, office rent, Research and Development, travel, web software and site development and basic incidentals.

X. FINANCING

PopRead is seeking funds, before making a possible public offering, for the launch of its operations and to establish the foundation for future expansion as determined by the Board. The goal is to capitalize on the surging momentum developing within the web-based educational marketplace, PopRead associate businesses and demand for a pure and user-friendly teacher-to-teacher and media service portal to quickly garner significant market share.

Seed Round Request

($350,000; 1- 6 months)

PopRead is seeking strategic funding for a seed round prior to launching Phase I of operations. Such investment funds will be used specifically for:

· Finalizing strategy for the Phase I launch of PopRead; including further web site development, brochures and add campaign

· Formally convening all academic and entertainment Board of Directors

· Further developing strategic partnerships with institutions of higher learning and other relationships that will enable even greater positioning of PopRead in the Internet/cable TV/multimedia marketplace with regards to education and business-to-business learning systems

· Completing the design and implementation of the PopRead website, incorporating the initial combination of Eric McLamb’s Ecology.com's current global school participation of over 250,000 downloads per month

· Hiring necessary personnel to facilitate advancement of the current model, including more advanced lesson plan development, researching new expanded content for curriculum package sales and licensing opportunities, advancing our marketing service options to major networks cable-to-schools-to-Internet and completing research and development for all phases of companies operations for years 1-3

· Launching of PopRead’s curriculum packages to the pop-media industry

This pre-Phase I funding opportunity is being offered for equity in the company plus stock options.

Share Distribution And Value

PopRead has authorized 25,000 shares of common stock of which 10,000 shares (40%) are being offered for this investment opportunity at $1,000.00 per share. Initially, PopRead is seeking a seed round in the amount of $350,000 and then raise the balance of $3 million (in exchange for 3,000 shares of common stock) in the first year to formally market its nationwide operations. Within 24 months thereafter, PopRead intends to sell as needed the remaining 7,000 shares at a value of between $2,250.00 to $2,750.00 to fund the aggressive expansion of its phase 2 operations including an international Teacher-to-Teacher marketplace. The value will be set on reaching set milestones, including national and international marketing of its service and related sales.

MyREDApple, Inc. is seeking strategic funding for a seed round prior to launching Phase I of operations. Such investment funds will be used specifically for:

· Assemble core management and basic operations;

· Finalize strategy for the phase I launch of MRA;

· Formally convene the Board of Directors;

· Further development of strategic partnerships with institutions of higher learning and other relationships that will enable even greater positioning of MyREDApple in the Internet/cable TV/multimedia marketplace with regards to education and business-to-business learning systems;

· Completion of the design and implementation of MyREDApple website, incorporating the initial combination of AllEduNow.com and ecology.com;

· Hiring necessary personnel to facilitate advancement of the current working model, including lesson plan development, research of new and expanded content, cable-to-schools-to-Internet marketing, expansion of sales operations, and completing research and development for all phases of company operations.

This pre-Phase I funding opportunity is being offered for equity in the company plus stock options upon the successful completion of capitalization for Phase I.

Use of Proceeds

The term of this pre-Phase I funding period is 180 days days. The amount sought is $3 million. The use of proceeds is broken down as follows:

1. Salaries: $494,500.00. Management - seven (7) positions at $40,000.00 each for 180 days, plus benefits (15%) = $322,000.00 (represents approximately 33% of actual salaries); five (5) research, marketing coordinators/managers at $30,000.00 each for 180 days, plus benefits (15%) = $172,500.00.

2. Senior Management Consulting: $240,000.00. Four executive management consultants for educational development, Internet technology development, cable education marketing and senior executive management at $60,000.00 each for the 180 days.

3. Sales Rep: $75,000.00. Individual rep for 60 days, plus $15,000.00 for expenses.

4. R&D: $80,000.00. Research and Development for Internet systems development and establishing the educational research pool via UCLA, UNC-Wilmington and other institutions of higher learning.

5. Website Implementation: $ 1,100,000.00. Creation of the master website and combining with existing websites. (This should be doable however we should include a 10 to 15% contingency)

6. Content Development: $ 270,000.00. Content for cable and Internet offerings to cover six, one-hour video programs at $40,000.00 each; research and develop new content for lesson planning and related Internet-based information; video streaming on the Internet. This delivery system will target teachers and market MyREDApple curriculum support systems on an ongoing basis in local communities nationwide.

7. Media Relations: $ 60,000.00: Trade and educational targets leading up to launch of Phase I. Includes development of media kit for both media coverage support and marketing support.

8. Separate Test Market Implementation: $200,000.00. Test market for curriculum services converging cable television distribution and MRA Internet sites to determine percentage of use of MRA curriculum support platforms and to garner feedback from teachers and students about value of the service.

9. Development of Brands: $ 125,000.00. Development of overall look for Internet and television presentations, including logos, interstitial elements, and Internet design.

10. Travel & Meetings: $ 60,000.00. Executive travel to organize management pool, meetings with strategic partners, i.e., institutions of higher learning and related educational organizations, further development of content for cable/Internet. Includes preparation of presentations and related expenditures. (Web presentation covered under website development budget.)

11. Office Operations: $ 90,000.00: Includes computer purchases, supplies, mailing, express mail, overhead for 180 days.

12. Continued Strategic Development: $ 100,000.00. Final assembly of the master plan for Phases I, including completion of Internet package for presentations; presentations to potential strategic partners (travel, support materials, etc.).

13. Legal Fees: $100,000.00. Oversight of contracts, corporate counsel, licensing, and trademark and incorporation fees.

TOTAL: $2,994,500.00

Strategy

The seed round funding will ensure efficient transition to the fully combined operation of MyREDApple, Inc. This is the phase that prepares for the full, global launch of MyREDApple with high efficiency.

Phase One: Foundation & Expansion

($30 M; Months 1-24)

· Formally combine assets and establish infrastructure, including management, and the subsequent combination of all strategic assets and technologies essential to launching the MRA Teacher-to-Teacher Marketplace;

· Rollout and integrate all assets within he MRA framework;

· Negotiate and form all necessary technology partners for website superstructure;

· Build out business to business website and beta test legacy systems;

· Patent all new technologies and business models necessary to launch of website;

· Recruit, train and engage a national sales force;

· Implement strategic marketing strategies;

· Establish significant presence among educational institutions, middle and high school teachers and students, and the general public about MRA's offerings;

· Aggressive approach to universities and related institutions of higher learning, using virtual, full broadband video streaming and interactive support systems, including one-on-one tutoring, instantaneous evaluation (personal progress), etc.;

· Expand on current businesses to grow the television marketing base and drive deeper roots within the educational and Internet marketplaces;

· Launch full advertising and sponsorship sales forces for television and Internet offerings.

Phase TWO: Expansion and Marketing

(Projected $50 M or possible IPO)

· Subsequent to marketplace viability and management direction;

· Launch new business portals for education pass-through sales;

· Expand global marketing efforts;

· Launch globally-compatible educational content support sites (network or content-delivery sites, combined with expanded information and user interface platforms) based on five genres of interest: Earth Science and Ecology; History, Cultures & Trends; Health Sciences; Language Arts & Literacy; and World Exploration. Based on MRA’s existing content assets.

XI. ASSUMPTIONS FOR FINANCING:

Profit Centers

1. PopRead Premiere Curriculum Packages:

Sales of curriculum support packages to producers and program distributors via www.PopRead.com will represent early revenues for the company. The ultimate goal is to operate at maximum capacity, which will expand and the business grows.

In the first year, PopRead’s goal is to produce and deliver 240 premiere curriculum packages, priced between USD 15,000 and 40,000 per package. 65% of those sales will consist of the Basic Curriculum, Student and Teacher packages. The other 35% reflects our expectation of Custom versions of the three types of package.

We expect to double sales in each of years 2 and 3 with a tripling of sales in year 4 as we expand our UCLA curriculum teams to as many as 100 plus employees, giving us the ability to penetrate more of the market and offer more content, as well as, expected technology enhancements. Year 5 falls back to a doubling of the prior year sales in expectation of increased competition.

It should be noted, however, that this market is so huge (and becoming larger everyday with more cable and satellite channels coming on line and searching for content) that a reasonable amount of competition can be easily accommodated. These revenues represent .66% of the potential market. Please note that the above percentages are based on the television and cable industries original programming only with no archive content explored.

2. PopRead Curriculum Packages for Pre-Aired, Archived Video Content:

PopRead, within our world wide search to acquire video content licensing deals, will offer to the content producer/distributor/owner our curriculum package services. This added value tie-in service can bring a new dimension of life to their media enhancing future syndication, foreign, video rentals, direct sales, Internet web casts and other distribution outlets including PopRead’s direct premiere ON-Air and OFF-Air opportunities. A small investment and/or licensing deal with PopRead for the owners’ media can produce powerful results to an otherwise shelved and non-viable product.

In the first year of our Archived On-Air and Off-Air direct sales, we will review short synopses of some of the 25 million hours of the market content available in the US alone. We feel only 25% would be of interest to contact, thereby, equaling a total of 6.25 million hours to consider for our library. PopRead projects to initially capture 1% of that market, seeking a 5 year total of 62,500 license hours for our life science library. Curriculum package sales of .50% will provide a grand total of 312 PopRead curriculum units sold at prices from USD 15,000 to 40,000 per sale for a total of USD 7.8 million in gross sales by the end of year one.

Years 2 and 3, we expect sales of these archived materials to double each year as we add staff and are able to expand our offerings substantially. By year 4, sales should triple for the same reason. Year 5 shows a doubling again of sales to reflect possible competitors entering the market.

3. PopRead Curriculum Packages for International Sales:

Worldwide sales of our products and services are a core goal of PopRead. The difficulties in establishing and working in a global education marketplace must be acknowledged. For example, every country has a different school system than those found in the US and Canada (even K-12 is usually not applicable) with different needs, languages and expectations.

Exploring and resolving these issues will take some time in each country. Once resolved, however, the sales possibilities are enormous and, just as importantly, will perform a valuable service in rescuing and conserving other countries’ archived materials for posterity, as well as, education.

Though we expect a small start in year 1, in years 2 and 3, we plan to include offering PopRead services to an International market and quintuple our annual gross sales each consecutive year until year 5 when we may be facing competitors coming into the market.

4. OFF-Air Library Direct Sales:

This profit center contains curriculum and content package sales direct to the teaching consumer. They are priced at an average of USD 89.95 for the curriculum packages and USD 49.95 for the content packages. Sales in the first year represent .1% of the total US market of approximately 5.9 million teachers. These sales figures do not include possible sales to parents, students and the life-long learner.

5. Subscriptions Sales:

Teachers and students, both domestic and International, will have access to our web site for an annual subscription of USD 50 for teachers, USD 10 for students and USD 25 for international teachers (international students are free). This web facility should be up and running by year 2. In the opening year, we expect to attract .5% of 5.9 million teachers, .5% of 67 million students with a 50% increase in subscriptions every year. In year 3, we make the site available internationally, signing up .25% of 8.9 million foreign teachers with access to the Internet. Again, we expect a 50% increase per year.

6. Banner Advertising:

Banner advertising will be sold for both the basic and expanded services at the industry-accepted standard for start-ups of $.75 per regular visitor per year (net of rep commissions). PopRead will tabulate its regular visitor base as 15% of the number of its annual hits of 5 million. Thus, the revenue formula is 750,000 x $.75 or $562,500 in year one.

7. Content & Curriculum Server Fees

From time to time, a client may request that we host the entire interactive web experience for their content on our servers. PopRead will charge a fee for hosting their media on our servers. We anticipate this hosting time to last an average of six to eight weeks for Pre-, During and Post-Air per broadcast.***

8. Syndication Distribution Fees @ 30%

For the purposes of this plan, PopRead assumes that, in the third year of operations, we will begin resale of our premier curriculum packages of content being syndicated by the originator (such as, ABC reselling to Warner Bros.). This re-licensing of our package includes reloading our software application, repackaging graphics and artwork and remarketing. We plan to charge a fee of 30% of the price of the premier packages.

9. B2B Direct Sales – future development

Educational warehouse hub for wholesale goods and supplies – check myredapple The Learning Tree

Our relationships have gotten so broad and so vast that people look to us.

This plan is primarily geared for media, distribution to schools and the life long learner worldwide. PopRead’s future rollout for orders of employee training for businesses will tap into our wideband resources through the access of UCLA, the entire U.C. system and . PopRead will offer custom and ready available curriculum support packages for appropriate business and training applications worldwide, i.e., Paul Allen’s 3 billion dollar “Click to Learn.com” and the smart owners of Emind.com.

We presently have access and support channels of PhD's and experts in most fields of today’s businesses. We estimate that our B2B employee training packages will range from $40,000 to $500,000 per curriculum package depending on size and particular business requirements. We plan to offer this feature once we have gained international ground during year 3 and 4.

10. PopStore Transaction Fees/Commissions (B2B and B2C)

When a consumer (teacher, parent, life-long learner) visits our website, they will have a window to virtually anything that is for sale: cars, air tickets and washing machines, for example. We will offer them the best prices out there so that they will want to come to our home page to use as a browser to shop. As consumers enter another website from our home page, we will get a transaction fee when these shoppers have bought anything.

PopRead will handle payment transactions and pass the proceeds, minus 5%, to the provider who will also handle fulfillment. The purpose of this profit center is to provide a basic service for our B2B clients, educators, parents and students. This planned expanded service is called the PopRead Marketplace. This is where the PopCash for schools goes at a 60/40 split.

Teacher-to-Teacher Hub (24-Hour Service): 3% (commission) x $300 average expenditure per teacher x 4.1 million teachers ($9.00). Y1 (1% of market) : 41,530 (US only) x $9.00 = $373,000.00. Y2 (2% of market US, 1% of global market) = 166,060 x $9 = $1,494,540.00. Y3 (3% of market US, 2% of global market = 290,590 x $9.00 = $2,615,310).

This Direct Sales system allows other providers of goods and services to sell their products directly to PopRead visitors and subscribers. The hub model allows PopRead to market the sales of these goods and services -- including text books, supplies, equipment, study guides, audio/video packages, subscriptions to magazines, educational field study tours and virtually any good.

Hub sales will involve a 5% commission of all products sold by other sources through PopRead. The attractiveness of this fee is that normal commissions for such products average about 10 %. PopRead hub sales will allow greater profit margins for the product provider. PopRead will handle the payment transaction and pass the proceeds, minus 5%, to the provider who will also handle fulfillment.

PopRead hub sales on the basic PopRead website are offered free of charge. The purpose of the basic web site is to provide a basic service for our B2B clients, educators, parents, and student’s etc. and allow them to sample the future expanded service, called the PopRead Marketplace.

11. Professional Services Brokered for UCLA

Services include script evaluation and analysis, script research and development, evaluation/test marketing, training to producers, writers and directors on how to build and develop more edu-tainment content in popular media in prime time markets. Fees paid to UCLA would range from USD 15,000 to USD 500,000 or more depending on the complexity of the work involved. PopRead would make a broker’s fee of 20% on each contract originating from our contacts.

The Financing & Projected Valuation

PopRead will be seeking an initial investment of $3 million, to be followed in approximately twenty four months by $12-15 million in a phase 2, expanded launch round for our Teacher-to-Teacher global market place. The initial investment is designed to expand management, core operational strategies and revenue. Phase I will include acquisition, combination and operational implementation of all key assets, as directed by management.

Future phases, to include aggressive educational business-to-business marketing, and digital network (content) services, will be designed commensurate with meeting Phase I benchmarks and marketplace compatibility.

The Company’s projected valuation by the end of Year Three of operations would be based on projected gross revenues of approximately USD 87 million, with EBIT of approximately USD 35 million.

The Company projects gross revenues of approximately $34.3 million by the end of year two, minus costs of approximately $30 million for approximate EBIT of $4.3 million. Five year projections are approximately $40 million EBIT on $95 million gross revenues.

The valuation of the company shall be based on five (5) times projected EBIT for year five, or USD 1.061 Billion.

(See Appendix C: Financial Information and assumptions).

University Health & Media Research Center

10920 Wiltshire Boulevard

Suite 1845

Los Angeles, California 90024

(310) 794-2886

Fax (310) 794-2679

June 6, 2000

James McNichol, Founder and CEO

PopRead, Inc.

10920 Wilshire Boulevard, Suite 1845

Los Angeles, California 90025

In re “PopRead, Inc.“

LETTER OF INTENT

To whom it may concern:

This letter will serve to confirm that the UCLA Health and Media Research Center (“UHMRC”) has agreed to provide PopRead, Inc. with consultation and technical support as regards to the development of curricular materials, content for health and science educational products, research, script reviewing, as well as outreach materials and evaluation design.

The UCLA Health & Media Research Center (UHMRC) is a non-profit Center affiliated with UCLA and its School of Public Health, directed by University faculty, dedicated to helping create health, environmental, and science content for communications campaigns, educational websites and/or television and feature film productions. In the future, this could also include curriculum design for business, training, etc. and could be delivered globally. The UHMRC can also do a full range of health communications research including formative and pre-testing research for television programs, curricula, and health promotion campaigns and outreach programs.

We are excited about the possibility that PopRead, Inc. can have a real impact on the educational value of all media programming, when it is enriched by current scientific content, and well designed curricular materials when extended through the development of internet links via PopRead’s Internet Software Services and their B2B entertainment clients.

We are ready to act in a consultative relationship with PopRead, Inc. to identify important sources of information and technical advice about the development of learning materials that make a difference. We may further assist in the dissemination of this curriculum materials and media presentations through the UC systems K-12 outreach programs. They are always looking for new and exciting ways to receive and deliver educational content free of charge and sponsors. The power of this application just within the Television industry alone brings huge possibilities of social and media change.

In this capacity, we will help to identify sources of expertise both internal and external to the UC system. We are fortunate to have at UCLA faculty in a number of disciplines besides Public Health including Education, Psychology, Social Work, and Medicine, where faculty have a specialization in curriculum design, adolescence, health and environmental issues, many of whom are nationally prominent. It is our intention to engage many of these faculties as experts for the review of materials as they are developed. As well, there are a number of persons who we have worked with in the greater Los Angeles community who have expertise in curriculum development. For example, here are some of the curriculum experts we have worked with in the past. They may possibly be interested in MyTvQ as board members:

John D McNeil PhD. Professor Emeritus, UCLA Graduate School of Education and Information Studies. Leading expert on curriculum development for grades 6-12.

Linda Rose PHD Professor, UCLA Graduate School of Education and Information Studies. Expertise in elementary school education.

Gus Dalis EdD , Senior Project Director, Center for Health Education, Los Angeles County Department of Education. Expert on curriculum development for the middle grades.

Susan Millet, MAT Educational consultant. Curriculum development for elementary and middle school students.

Johanna Chase, MS , Center for Health Education, Los Angeles County Department of Education, Health Curriculum development for grades 7-12.

Yael Falicov MPH UCLA Office of Labor, Occupation, Safety and Health. Environmental Health Curriculum for Grades 9-12.

These are only some the persons we plan to work with to facilitate this project. We at the UCLA Media Center are particularly excited about the possibilities of this project, and are looking forward to working with “PopRead, Inc.“ in seeking to bring well designed, factually accurate curricula to the public and especially young people via the internet.

Yours very truly,

Deborah Glik, Sc.D.,

Director, Health & Media Research Center

UCLA School of Public Health

ecology communications

A Member of The J-Net Group, Inc.

Maryland Office: P.O. Box 1944 … Ellicott City, MD 21041 … 410-465-0480 … (Fax) 410-461-5840

Internet Services: Home Page - http://ecology.com, On-Line Shopping - http://EcoMart.com

Eric McLamb

Senior Vice President

The J-Net Group, Inc.

January 19, 2000

James V. McNichol

President

PopRead™ Internet Services, Inc.

10920 Wilshire Boulevard

Suite 1845

Los Angeles, CA 90024

Dear James:

In response to our recent discussions regarding the licensing of the current Ecology Communications library archives of video programs and additional video footage to PopRead Internet Services, Inc., I am pleased to offer PopRead the opportunity to acquire licensing rights to the library. The library archives, which consists of nearly 1,500 hours of finished programs and related supplemental source video and B-roll, will be offered to PopRead.com at volume discount rates on possible exclusive and non-exclusive basis.

However, Ecology will provide PopRead with exclusive rights to the library for the production of educational lesson plans and related curriculum support packages that would be further used for commercial/educational applications. In other words, we would be willing to agree that no other lesson-planning service, if they develop, would receive such educational rights to the Ecology library. You will be notified of any exceptions or pre-existing conditions that would not allow the assignment of such exclusive rights prior to the licensing of the respective video programs or related footage for PopRead’s Off-Air life sciences Library sales.

Following is how I propose we negotiate licensing of the Ecology library archives to PopRead Inc:

Ecology has full ownership or exclusive rights to series and programs of which will be presented to PopRead for licensing. They are as follows:

· EcoView, 40 x 60;

· EcoView, 6 x 30;

· Eco Forum, 26 x 30;

· Visitor from the Future, 4 x 60 (mini-series);

· Good Green Earth, 70 x 30;

· Russian Wildlife Classics, 21 x 60.

With regard to these completed programs, we can set a base license fee that will cover the entire group at a significant discount. Masters will be sent to you for further duplication and use within 10 days upon completion of the licensing transaction.

The vast bulk of Ecology’s library comes from extensive interview footage and B-Roll which were not used in original productions due to time limits. For instance, an interview with Dr. Jane Goodall gave us 45 minutes of outstanding material, but only about 4 minutes was used in a half-hour production. There is also extensive footage of interviews with other experts, politicians (i.e., Senator Kerry of MA, Secretary Bruce Babbitt, et.al.) and scientists/educators, as well as B-roll footage of environmental topics and phenomena such as the Colorado River and its dams, the Middle East, seal rescues, water conservation, environmental technologies, etc. One example of footage in our library not yet used in a television production is about 50 minutes on the Komsomolets. This video reel includes declassified Soviet footage of the Russian nuclear submarine Komsomolets which sank off the coast of Iceland in1989. This footage -- which includes the submarine’s construction and sea trials, plus interviews with survivors -- is only available through Ecology in all non-Russian speaking countries in perpetuity.

What I recommend is that we provide you access to license any portion of this library on a per hour (or portion thereof) basis. These hours would be combined with the completed programs to form a single licensing package, and would thus be subject to the same significant volume discounts aforementioned. There are two ways to accomplish this: 1) You may screen our library on site in Boston to select the material you wish to license, or 2) We can make available Beta-SP dubs of the material we feel would be of most interest to you at the cost of dubbing, and provide you with the license to use the video at your discretion ... in perpetuity.

Finally, we will commit to offering PopRead a right of first refusal to all educational rights on all new programming (field interviews, B-roll, etc.) we produce in the future to which we will retain full ownership. When we film on location, we will also make sure to capture additional footage specifically with PopRead,s usage in mind.

Please let me know how you wish to proceed on this, or if you have any other thoughts or questions. Again, we are very much looking forward to a long and fruitful relationship with PopRead.com

Description: http://www.spectrumacademy.org/PopRead_files/image014.gif
With sincere best wishes,

ecology communications

A Member of The J-Net Group, Inc.

Maryland Office: P.O. Box 1944 … Ellicott City, MD 21041 … 410-465-0480 … (Fax) 410-461-5840 ... http://ecology.com

Eric McLamb

Senior Vice President

The J-Net Group, Inc.

April 19, 2000

James V. McNichol

President

PopRead™ Internet Services, Inc.

10920 Wilshire Boulevard

Suite 1845

Los Angeles, CA 90024

Dear James:

On behalf of Ecology Communications and our parent, The J-Net Group, Inc., I would like to state our extreme excitement and pleasure to be working with PopRead Internet Services, Inc. By way of this letter, I am formally committing that Ecology/J-Net intends to provide PopRead with the exclusive license to prepare lesson planning and related curriculum-support packages for all programming to be produced for The Ecology Cable Service, specifically the ecology.com.TV series which launches in February. For future programs, we intend to make PopRead our exclusive provider of web-based lesson planning and curriculum support packages. This will include further outsourcing to our production clients (i.e., Outdoor Life Network) in addition to our own proprietary programs presented via our own proprietary distribution channels including ecology.com and The Ecology Cable Service distributed to over 12 million homes nationwide. We are currently negotiating with several interested investors in the cable industry to expand our service as part of their new digital cable pod reaching over 50 million homes in four hour rotation blocks.

Future programs of special interest will include: Life with out light: the edge of the gulf, a 26 part series. The pilot will be shot this October 2000 in the gulf over 3,000 meters below the sea. The Spirit of the Salmon, a three-part series about the legacy of the Pacific Northwest Native Americans and their cultures which heavily reflect their respect for the salmon; Wolf Rescue, a half-hour expose about the lives of wolves, the cultural misnomers that surround them, and steps people today are taking to protect them from extinction; The Politically Endangered Agenda, a close look at where the environment stands on Capitol Hill, what’s important, what’s not and what will “slip” through the cracks; The Global Economy and Ecology, a gutsy look at how the booming economic progress of the global stock markets is burying true environmental disasters in the making and why it is this way; Personal Ecology, a look at how people increase the quality of their lives in business, health and pleasure by how they live; The Sun Also Rises, a general look at what makes the Earth tick and what Earth’s future holds... with or without humans.

I look forward to discussing specific rights and financial arrangements with PopRead, based on discounted volume rates. As you know, Ecology continues to add new programming to its current library of nearly 1,500 hours of video content each year. I look forward to working out a licensing deal for these programs with PopRead on a long-term basis, to be addressed in a separate letter. Please feel free to contact me directly with any questions or comments. Again, I look forward to working with PopRead with confident expectation.

With best wishes,

Description: http://www.spectrumacademy.org/PopRead_files/image014.gif

This list does not include such networks as Cartoon Network and TV Land as most of its programming would not be applicable to PopRead service offerings. These networks, however, do offer special opportunities for lesson plan and curriculum development that encompasses their genre of programming. For instance, Cartoon Network provides an opportunity for study in 2-D and 3-D animation, voicing and cartoon history. TV Land - which airs programs from the early days of television - provides study opportunities in the history of television, character development and early television production methods.

US cable television and networks alone produce or license over 312,000 hours of original programming per year or an average of 2,000 hours per network. 156 networks are regularly involved in original productions, i.e., the major broadcast networks, History, A&E, HBO, Discovery, USA, TBS, TNT and other related cable networks.