Korea Opportunity

Event : Individual one-on-one meeting after the Luncheon Date : 10th October 2002, Thursday Time: : 2:00p.m.- 4:00p.m.

After the luncheon, we will organize an one-on-one individual meeting for every interested company if they want to have a further discussion with any of our 5 selected Korean Company. Those 5 selected Companies’ EXECUTIVE SUMMARY is attached. If you are interested in participate in the event, please fill in the following information and return it to us by email [email protected] before 7th October 2002.

Company Name: Participant’s Name: Contact Telephone Number: Direct e-mail address:

Please indicate which Korean Company you are interested, the meeting time and the venue. You can have more than one.

Company Meeting Time Venue

Digital Aria 2:00-3:00 3:00-4:00 Arrange by us At your office InterLink 2:00-3:00 3:00-4:00 Arrange by us At your office Magic Eyes 2:00-3:00 3:00-4:00 Arrange by us At your office

PixelPlus 2:00-3:00 3:00-4:00 Arrange by us At your office UPD 2:00-3:00 3:00-4:00 Arrange by us At your office

If you want to have the meeting other than the above set meeting time or have any enquiry, please contact Miss Doris Lee at 22970155 or email at [email protected] for assistant.

We are looking forward to see you in the nearest future.

The Executive Summary of the 5 Korean Company

(1) Digital Aria Co., Ltd. P.3 – P.10 (2) InterLink Korea Corporation P.11 – P.14 (3) MagicEyes Digital Co., Ltd. P.15 – P.19 (4) Pixelplus Co., Ltd P.20 – P.22 (5) Ultra Plasma Display Corporation P.23 – P.26

Digital Aria Co., Ltd.

BUSINESS PLAN (Executive Summary) Sep. 2002

Bryan Kang Chief Strategy Officer 405 Korea Design Center, 344-1 Yatap 1-dong, Bundang-gu Seongnam City, Kyunggi-do, Korea, 464-828 Tel : +82-31-788-7587 Fax : +82-31-788-7602 e-mail : [email protected] http//:www.digitalaria.com

CONFIDENTIAL INFORMATION This business plan is the property of Digital Aria and is considered to be strictly confidential. It contains information intended only for the person to whom it is transmitted. With receipt of this plan, recipient acknowledge and agrees that: i) in the event recipient does not wish to pursue this matter, this document will be returned, at the address listed above as soon as possible ; ii) the recipient will not copy, fax, reproduce, divulge, or distribute this confidential plan, in whole or in part, without the expressed written consent of Digital Aria; iii) all of the information herein will be treated as confidential material with no less care than afforded to your own company confidential material.

This document does not constitute an offer to sell, or a solicitation of an offer to purchase

Provided to : Date :

Signature : Company :

A. Business Model ‘ Flash Animation for Mobile Users’ Digital Aria’s Mobile Flash is a software solution that allows mobile users to enjoy Flash animation in mobile environment. Though Flash has been widely recognized as the best rich media, its contents have been limited only to wired-Internet. Mobile Flash consists of the technology to play Flash contents on mobile devices including cellular phones and PDAs, the technology to optimize Flash contents to fit the Wireless Internet environment, and the server/gateway related technology to service the Mobile Flash contents on the wireless Internet. Mobile Flash is the world’s first commercial and patent-pending technology developed by Digital Aria.

‘Rich media type mobile data services ‘ Due to our product’s powerful functions, We can serve most of the mobile data services in rich media type which is convenient for customers. - Multimedia Messaging : Visual Messaging, Photo Card.. - Mobile Entertainment : Game, Lotto, Music … - Mobile Advertising : Catalog, Coupon … - Mobile Transaction : Banking, Ticketing, Shopping.. - Mobile Information : Weather, News, Yellow Pages..

‘ Concrete Revenue Structure’ Digital Aria’s revenue is based on License Fee from Carriers, Terminal Manufacturers, and Content Providers . - From Carriers : License Fee - From Terminal Manufacturers : License Fee according to porting unit amount. - Content Providers : Royalty according to service sales amount.

B. Legal Business Description Digital Aria has been founded in June, 2000 having specialty in Computer Graphics and Image Processing. The legal form of Digital Aria Co., Ltd is a corporation, located in 405 korea Design Center, 344-1 Yatap 1-dong, Bundang-gu, Seongnam City, Kyonggi-do, Korea, 464-828.

C. Strategy This is our first year to launch commercial Mobile Flash service in the Market. And also, from a viewpoint of mobile industry, this year is very important. So, all of the carriers are trying to dig out more powerful mobile service solutions than their competitors to attract customers, mainly because of the huge market potential of mobile data market and yearly decreasing voice usage revenue. At present, for Mobile Graphic Animation, our product have better position than others in technology, and it is the most suitable solution for practical usage in Mobile Business Field. So, we will pursue de-facto standardization of Mobile Flash in mobile graphic solution based on technical superiority and global popularity of flash format for a short term. For the long run, we have a goal to be a global mobile multimedia company. To accomplish this strategic goal, in domestic market, we’ve already launched commercial service with LGT. And with other major carriers including SKT and KTF, we are finishing detailed contract issues. After that, Digital Aria will get all of Korean carriers as customers. As a result, the potential customers reach up to 30Million people. For overseas market, we’ve made commercial service contract with world 1st carrier ‘China Mobile’ in China market. For other countries, we are trying to be adopted as a mobile graphic solution targeting on major carriers and terminal manufacturers.

D. Our Product 1. Terminal Manufacturer Solutions

ú Mobile Flash Player : High speed vector graphic engine is built-in to play Flash contents in the mobile terminal.

ú Mobile Flash Porting Kit : It helps to port Mobile Flash Player on various embedded platforms quickly, easily and precisely.

2. Content Provider Solutions

ú Mobile Flash Writer : It provides the function to convert the Flash file produced with Macromedia’s authoring tool to Mobile Flash file format.

3. Service Provider Solutions

ú Mobile Flash Gateway : It executes the functions such as communication with SMS or MMS center of carriers, content conversion according to the terminal profile, and assessment.

ú Mobile Flash Generator : It interacts with DB, Web server and WAP server based on Flash template files, and generates customized Flash contents in real-time.

4. Content type served by Mobile Flash

[1] Simple Download type

This is self-contained type content that just plays on the cell-phone without data connection or telephony interface after download. This type of content can be used for Ÿ Character animation, E-card, Photo-card, Ÿ Screen saver Ÿ Entertainment content like fortune telling, music video, etc

Ÿ Information service like instant map, news, traffic information providing. Ÿ M-coupon, M-commerce

[2] Telephony type These types of content make the telephony services like Voice call, SMS, and URL connection extremely easy and simple to use. By just selecting the button as in the left example, user can call directly to the pre-fixed or user-defined telephone number.

User can also send SMS message to sender automatically by just selecting a button. These types of content are very effective tool for advertisement and SMS/MMS push service.

[3] Text Input type

Text input of user is highly required interactive feature to service user provisioning phone pages, user driven mobile card, generation services with user text input, and a game that select scenario by user text input.

[4] Complex Game type This type of content can be generated by the support of easy to use scripting environment and the powerful action script that can provide very complex programmable logics.

[5] Data Connection type

This is the self-connectable type content like mobile network game that connect to game server and get the ranking or game information automatically. As in the left example, by playing the pre-downloaded content when the user wants to know today’s weather, user can see the animated today’s weather content according to the weather data from the server.

[6] Animation, Video mixed type

An all-in-one type content that can play video and vector graphic animation in truly integrated manner is very industry-leading distinctive feature. This type of content makes the next generation mobile multimedia content and show the cutting-edge visual effects.

[7] 3D type

Highly professional 3D production environment can make this type of content possible and very natural. This type of content makes also the next generation mobile multimedia content and show the cutting-edge visual effects.

[8] UI type

Highly flexible button, graphics over button, and button action mechanism make this type of content to be used as a front user interface tool for m-commerce, m-ticket, and m-coupon.

E. Market Definition We define our market as Mobile Graphic and Animation area. This market has been spotlighted as a next generation cash cow. In spite of the success of wired Internet services, practically, some problems have remained as it is hard for wired Internet service vendors to get revenue through their services. But, in mobile field, customers are more willing to pay for their mobile service more than wired service, and also, charging system is operated by carriers. As a result, it’s very easy to collect service charge from customers which are willing to pay . The market volume can be projected by subscriber increasing trend. According to EMC World cellular database, World GSM subscribers reach up to 846M in 2002, and 1,286M in 2005. If we add up CDMA subscribers, the number could be increased about 130% of GSM subscribers. Therefore, subscribers can be up to 1,671M and carrier’s mobile data revenue can be up to 230.4$B in 2005. In this market, our product ‘Mobile flash’ can be adopted as a major platform for various mobile data services and secure superiority in technology and business issues. We believe the market potential of mobile flash is very huge.

Mobile Data Service Trend

Enjoy

Location Information From Text based Multimedia (& Interaction) Wireless + Mobility

Time Personal

Mobile data service is evolving to real service having ‘mobility’ from only text based to Multimedia service featured Personalized and location based context service. In this trend, Mobile flash is the most suitable format to put the real mobile service features in one content vessel from its smart graphic related function and interaction.

F. Competition We are competing with other mobile graphic solutions. But we have superior position with the technologies in unique functions, data transfer size, authoring easiness, etc. And also, there was some pre-occupant in Korean market ; Neomtel’ SIS (Simple Image Service). But their technology was weaker than ours in competitiveness. So, we are successfully exchanging the technology with ours just by the decision of carriers. First of all, we have very strong point distinguishing our product from our competitors in format popularity : Flash is a popular format because it takes many multi-media components and combines them into one multi-faceted program. And also, macromedia Flash is a web technology used for creating stunning graphics and complex animations on web sites. It is great for making beautiful, smooth, and extremely compact graphics such as web navigation interfaces, desktop applications, advertising banners, and full-motion videos.

1. From Technical Point

The evaluation of multimedia technology should be done after taking everything into consideration including terminal technology, server technology and authoring tool solution, and should not be deluded with the package of the technology but focus on the engine and potential of the technology. In case of server technology, application servers should be provided for real-time customized content service, not a simple download server. Authoring tool is also very important for productivity of content production and cost cut-down. Only when the authoring tool is fully mature, the content developer can focus on creativity and the cost of production gets lower. The full understanding of the technological differences affects the business itself greatly because they are directly connected to the possible services. Simple content download market for entertainment in Korea and Japan is already saturated, and to expand the market, compound services (ex. m-commerce, location based service) through linking with various server or base technologies are required. For the development of these various services, not only the technology to show animation but also the function as a multimedia platform to support complex programming is needed. Therefore, it should be an important criterion of evaluation whether the technology is just to show or to function as a platform for multimedia programming. It should be considered also if the technology has the power to survive in the long run keeping up with the trend of the whole IT technology. The trend of content business is going toward the unification of various media such as Internet, mass media, films, informational appliances and wireless Internet, and this trend will bring the expansion of the content market. This unification suggests that “one source multi use”, which means that a content can be used for various media, is important. That is, mobile cannot go alone, and the compatibility between wired/wireless content and with other media should be considered. Therefore, the generality of data format should be one of the evaluation indexes. In addition, it should also be referred to how the technologies are actually selected in the market. It is meaningless to compare the selection frequency of SIS with Mobile Flash because what should be referred to is the selection frequency of VIS in the market. In Korea, Mobile Flash is selected for Mobile Standardization Project of Ministry of Information and Communication through competition with VIS, and selected by three Carriers. The service is launched in LGT, and the negotiation for contract is almost concluded in KTF and SKT.

2. From Service Stability point

The stability of service is very important factor for the development of wireless Internet service, providing the users with stable and expansive service. This stability should be considered for not only the stable management, but also continuity and possible development. What should be considered is the management stability of the new technology, not of the past technology, because it takes long time to stabilize a new technology. Mobile Flash has gone through stability process for 2 years until now. For the long run, it is important that the technology agrees with the de-facto standard, in other words, the standard committed by the international organization. That is, the wireless Internet should be considered in the whole context of the tendency of IT technology like the integration of wired and wireless, mass media, films, and informational appliances. Flash is downloaded most often since the start of Internet. It is distributed more than 400 million copies, and more than 98% of Internet-usable PCs support Flash. Flash technology had made its position secure as a de-facto standard, and it is also compatible with SVG format of 3GPP, a standardization organization.

3. From Business point

The business potential will be the ultimate goal. Above all, the technology should be able to expand the scale of the market. It requires variety of services, well-built service infrastructure, and appropriate business model. With animation technology, various possibilities should be considered including not only simple download service but on-line network game, m-commerce, customized content service, combination of video & animation, and GPS-connected multimedia service. Service infra consists of the expertise of the technology developers, the productivity of content, the number of content developers, the variety and quantity of usable contents, and so on. Good infra can produce “star” contents, and star contents will play the key role to expand the market. Business model is how the companies taking part in mobile service share the profit and expand the whole market. Moreover, users and producers of content were separated clearly before, but nowadays the user can be also a producer of content at the same time. Star contents spreading all over the world like Mashimaro are all made by private producers. Flash became a basic acquirement for content designers, and a second and third Mashimaro can be always come out from the numerous content producers. For the initial expansion of the market, Mobile Flash Writer will be distributed free, and Mobile Flash Player will be provided for the phone manufacturers without license fee. The basic profit model of Mobile Flash will be the revenue share of the content sales, and the SP business profit model will follow the standard model of China Mobile, or will be decided in terms more advantageous to China Mobile after discussion. G. Human Resource Our team has the following members to achieve our plan. 19 men and women who have a combined 73 years of R&D experience, 38 years in planning and marketing. Our CEO has a Ph.D, in Database from KAIST and also is a man of experience as a team manager in ETRI, VR Lab . And most of our engineers have a Ph.D, in computer graphics, Image processing and Applied math, having experience developing 3D graphics and Image processing area. Our business team is composed of men having proud careers in related leading companies like LG electronics, LG Telecom and PricewaterhouseCoopers.

H. Capital Requirements We seek $3 million of additional equity investment which will enable us to proceed operational expenses on our current orders such as development expenses and system expansion and for preparing to extend our business to other countries. We can provide and exit for this investment within 2.5 years by a dividend of excess profits and public offering of company

I. Sales Plan We are expected to make sales of $5.2M with gross profit of $2.6M in year 2003. and in year 2005 the sales revenue expected to be about $94.7M with gross profit of $62.8M only in China and Korea. Inter Link Korea Corporation EXECUTIVE SUMMARY

THE COMPANY

Interlink Korea Corporation was established in July 20th 2000 and our members including engineers are mainly from LG R&D Center. The company is located in Suwon Kyonggi Province near Seoul. Our office is on the Venture Building being operated by Kyonggi Provincial Government.

Our company's core technology is high frequency circuit design and measuring, network software and hardware design, wireless communications (RF; Bluetooth; 2.4 ISM bandwidth).

Also Wireless Internet Sharing has been developed and in the retail market. In case of Wireless Internet Sharing, we made a contract about US$1.5M in the year of 2002 and forecast about US$11.5M in the year of 2003.

Hereafter for five years, we expect about 150% of a growth rate in sales revenue.

FUNDRAISING STATUS

Interlink Korea Corporation expects & forecasts US$1.3M of additional equity for expanding global sales and marketing activities and sustaining organizational growth for next two years.

For the fund raising so far, Interlink Korea Corporation has received total of US$520,000 in contribution, US$300,000 from the founder and key members, and US$100,000 from the Pilkor Electronics, and US$120,000 from early stage angle-round participants in October 2000.

We look forward to the preparation of I.P.O on the KOSDAQ in the year of 2003 and plan to be listing on the KOSDAQ in the year of 2004.

INVESTMENT HIGHLIGHTS: l Completely integrated solution provider including RF (Radio Frequency) Hardware /Bluetooth Profiles (see note1) and Wireless Internet Sharing Software (Linux & Windows OS) with application level technical expertise l Gross profit of major products over 30% maintaining price competitiveness. l Well-organized confident management team and technical member including two (2) Ph.D.s and 6M.S.s l We have completed OEM supply contract with two companies in the United States of America to put into the American market. The quantity of OEM supply will be 600,000 (US$15M) in the year of 2003. l Global growth strategy with worldwide distribution channels, global strategic Partnerships (Global Sales: U.S.A., China, Singapore, Srilanka, Germany, etc) l The research institute which was invested by Korean Electronics and Telecommunications Research Institute (ETRI) is developing this product together. (Home Gateway) l BlueShark will have been selling to TOSHIBA KOREA, COMPAQ KOREA and HYUNDAI MULTICAP. In October, the plan for OEM production to SAMSUNG Electronics.

THE MARKET

ABI (Allied Business Intelligence) presented that the scale of world market in Wireless Internet Sharing and Bluetooth will grow about 32 times bigger from 2002 to 2007.

It forecasts Bluetooth market; $76,600,000 in the year of 2001. Our company is preparing to be the best in Wireless Internet Market through the development of manufactures which Bleutooth, Wireless LAN and VoIP Phone are in together.

In case of the Wireless Internet Sharing "BlueShark" currently being in the market, we’ve been manufacturing average 6k monthly since early this year. We mainly provide it to TOSHIBA Laptop Computers and will provide it to SAMSUNG electronics Laptop Computers by bundling sale after October. Speaking more and less, it means that the Wireless Internet Sharing "BlueShark" is provided to all kinds of Laptop computers that are selling in Korea.

Like this, Wireless Internet Sharing's marketability is quite positive.

Because Wireless Internet Sharing is diffused around us it is very possible to get into the market when HOME GATEWAY comes out.

Also in case of HOME GATEWAY, because the Internet business owners are trying to contact in advance, selling and price system will be better than we forecast.

PRODUCT & SOLUTION

The manufactures are below.

- Wireless Internet Sharing:

The brand name is "BlueShark".

It can share seven computers no matter what kind of computers they are and transmission

distance is a hundred meter radius.

We proved compatibility with COMPAQ PDA, ERICSON GSM PHONE and HP PRINTER.

Having a success from TOSHIBA and COMPAQ, we are confident with bundling other Laptop manufactures. It has seven functions include wireless internet sharing and wireless

networking. It provides windows 98, ME, 2000, XP and six languages (Korean, English, Japanese, Germany, French, Chinese) automatically.

- HOME GATEWAY:

The research institute, which was invested by Korean Electronics, and Telecommunications Research Institute (ETRI), has been developing this product together with us.

It’s completed a ready product over 80% and will be sold at Q2 point of time in the year of 2003.

Owing to this product has the state of art technique & requests very sophisticated high-tech, we expect to own a exclusive possession for three years minimum and to monopolize a market for seven years.

The major functions are Wireless LAN, Ethernet, BLUETOOTH, USB, ADSL MODEM,

and VoIP PHONE and so on. To achieve all above functionalities, all latest technolies should be applied to this product to execute these major functions well. For another advantage over our new product, it asks no royalty because the software was designed based on Linux. It is very difficult to keep all of technology with limited human resources & asset, so we’re better off developing the project with the government research institute. Hereafter within a few years there would be no company to have all of these technologies. And also by evolving the continuous tech update & skill, it surely brings out great possibilities for us to be a leader of the market.

- Portable Storage Equipment:

The brand name is FLASH MEMORY BAR.

The competition of price is being deepened day by day, but the market survey shows a tendency to increase the sales because the scale of market is directing steeply up. It is being sold in the United States of America, South America and also in Korea.

This portable USB storage features faster working time such as data reading & writing than the other companies’ similar products because of the efficient software inside and latest semiconductor chip inside.

It also offers an use of security concern for personal computer and Win CE.

Thanks to supporting Win CE, it can be used for PDA and Pocket PC.

That is why our market share over other competitors increases.

MARKETING & SALES

- Wireless Internet Sharing:

Now it is being supplied to TOSHIBA and COMPAQ. In October, we will drive forward

the plan for OEM production to SAMSUNG Electronics.

We have completed OEM supply contract with two companies in the United States of America to put into U.S market.

The quantity of OEM supply will be 600,000(US$12.5M) in the year of 2003.

- HOME GATEWAY:

When it comes out, we will have commitment of the product supply to the companies which provide Internet service. They include Korea Telecommunication, Hanaro Telecommunication, Onse Telecommunication. Its demonstration was already completed and we maybe easily find OEM contract with the companies that have better selling quantity and price system.

After the completion of OEM contracts in Q1 2003, first supply will be in Q2 2004.

In case of this product, it already reflects the support of the Ministry of Telecommunication. This is the project that Korean government supports 50% of the cost for development, so there are no problems to put into the market.

FINANCIALS

It showed about US$31,000 loss in the year of 2000 and US$262,000 loss in the year of 2001.

Most of the loss were paid for the development of products and human resources. Like many other venture companies, we had spent lots of money for the development and now the return of profit time comes around from the sales of our selling products and we expect about US$262,000 net profit in the year of 2002.

Also we have owed US$385,000 for the introduction of measuring equipments and US$231,000 for operating our company.

BUSINESS OPERATING STATUS

- Development of manufactures / Production Part :

There are Electronics and Telecommunications Research Institute, Elimsys which takes

charge of designing tools and SAMSUNG Electronics and Pilkor Electronics which take

charge of producing Module. Between them Pilkor Electronics is the second stockholder and

Elimsys is the third stockholder. Pilkor Electronics is the listed company which was invested by Philips.

They produce and sell Film Condenser and Laminated Condenser.

Also Elimsys develops Defense Industry Production and supply the products to LG Innotek.

- Sales status:

Main six companies in Korea we are selling to TOSHIBA KOREA, COMPAQ KOREA, HYUNDAI MULTICAP, E-WORKS, SPEEDNET and so on.

E-WORKS holds 250 agencies in Korea and generalizes PC selling and After Service (A/S).

This is the company which conducts foreign brand sole agencies. ( TOSHIBA, COMPAQ...)

SPEEDNET is the sole agency of Wireless Internet Sharing Program. ( WinRout, Saygate... )

To make exportation, we have lectured and supported techniques of Wireless Internet

Sharing to two companies in America for five months, the first sales will be made at the end of October.

Two American companies will sell the products we have produced to Europe, Mexico,

Canada, and also America.

We have completed OEM supply contract with two companies in the United States of America to put into U.S market.

The quantity of OEM supply will be 600,000(US$12.5M) in the year of 2003.

Also we have not sold in the retail market under our brand so far, but we plan to be the retail market under our own brand through the sole agencies in Korea from October, so we are positive that the growth rate will go up rapidly.

TEAM

There are 10 people in the company. Five of them take charge of research and development, two of them take charge of marketing; the other two are in charge of finance and the rest one is in charge of making technical plans.

Dr. Heo Jin at Electronics and Telecommunications Research Institute (ETRI) is the another supporter who takes charge of research and development out of the company.

CTO Lee Chang Hee is a Doctor in Engineering in the field of Computer System. He has fifteen-year-career in this field, so he has excellent ability in the field of mass production planning.

CEO Kim Hong Ki is an expert on RF Circuit Designing who was in charge of BLUETOOTH as a leader at LG Innotek and have a career in the field of wireless telecommunication for fifteen years. Now he is giving a lecture on BLUETOOTH and Wireless Internet at several colleges.

J.D.Lim who is in charge of marketing got a bachelor's degree in the United States of America, so he takes really important part for marketing overseas. MagicEyes Digital Co., Ltd

1. EXECUTIVE SUMMARY MagicEyes Digital Co., Ltd. (hereafter " MagicEyes ") established in 1997 is a company that develops and deals in innovative multimedia System On Chip (SOC) MMSP (Multimedia Signal Processor) series and distinctive system solution to digital convergence. Magic eyes is supported by Microsoft, Namco and Samsung as a strategic partner. Users of MagicEyes’s devices are Netizens as Multimedia contents consumer who want to display the content anytime, anywhere within on/off-line lifecycle. MagicEyes designed these next-generation products in direct response to needs that internet age could enjoy the multimedia contents in digital ubiquitous and convergence device. MMSP-1 is a first generation multimedia signal processor that can process audio, video, graphic and interface function in one chip. MMSP-2 is most powerful multimedia chip for hand held device especially related to MPEG4 based multifunction device. Currently most post PC system uses CPU solution, which needs other chips support such as MPEG decoder, graphic accelerator, camera processor, etc, to build up multimedia system. These chips cause expensive, high power, big space, low multimedia function. MagicEyes will introduce MMSP-2 as best platform solution for prospective post PC systems such as PDA, Smart Phone, Auto-PC, etc. MMSP series has unrivaled advantage compared with other CPU solutions caused by System on a Chip Technology, which enables higher performance, lower power consumption, lower cost and smaller space solution for broad multimedia application. In Addition to above innovative Chip development, MagicEyes also has its own distinctive system design function. MkiVki is an innovative personal entertainment device which can play not only music but also video and camera. Aladdin is a digital video mobile phone, which combines PDA, Camera and Phone. ZEUS is true multimedia PDA, which can handle multimedia files just like desktop PC. MagicEyes’s MMSP series are suitable for the various system developer and manufactures. Major system areas are PDA, Smart phone, MoIP(Multimedia over IP) Phone, Car AV, Multifunction DSC, MPEG4 Cam, Security Camera, DVR, MPEG4 Player, DivX player and other Embedded Internet Systems.

MkiVki Clients MagicEyes’s mkivki clients include service providers who need to distribute audio and video on portable units, distributors who sell the devices at retail for entertainment use or for industrial use. In 2002, MagicEyes has marketing plan targeted total 50,000 units, 10M$ revenue. The Company has contracted with Vintion and Hyundai for supplying minimum 50,000unit in a year, and has exchanged MOU with several partners for co-development and co-operative Mkivki business. Its suggested retail price is $299~$349 for the mkivki.

Aladdin clients: MagicEyes’s Aladdin, video phone clients are mobile phone carriers such as LGT in Korea, mmO2, Orange, T-mobile, Telefonica in Europe, Sprint, Verizon, Nextel in USA, J-Phone in Japan, China mobile in China etc and mobile phone manufacturers such as Siemens, Philips in Europe, and Sharp in Japan, Haier, Kejian in China, Samsung in Korea, etc.

Zeus clients: MagicEyes’s Zeus, multimedia PDA clients are carriers such as KT for wireless LAN, SKT for GPS service in Korea, HP, Microsoft in USA, Philips in Europe. As a multimedia platform, it can become Car Media Center, Home Media Center with its cradles. 2. Products core competency MagicEyes is now developing MMSP-2, which is SOC (System On a Chip) for multimedia system. Expected Chip out schedule is the end of December 2002. MMSP-2 has the following features.

¨ 2.4M Gate Count, 0.18um, 1.8V CMOS Process Technology

¨ High Performance Four (4) Parallel Processing Bus Architecture

¨ Dual 32bit CPU (Main Processor, Coprocessor) Embedded Architecture - Main Processor for Operating System & System Control, Audio Processing: ARM920T CPU (266MHz, >300MIPS), 16KB I-Cache + 16KB D-Cache + MMU - Coprocessor for Video Codec Processor Control, Visual Effect Processing: ARM940T CPU (266MHz, >300MIPS), 4KB I-Cache + 4KB D-Cache

¨ Multi Standard Video Codec (MPEG1/2/4) with Post Processing & Scaling Filter

¨ WinCE 3.0/4.0 Compatible 2D Graphic Accelerator

¨ Image Processor with Real Time Digital Zoom & Three(3) Auto Processing

¨ Pseudo Message Broadcasting with Command Write Buffer Memory Control Bus Architecture for High Performance Pipelined & Burst Data Operation

¨ USB1.2 Host Controller, USB2.0 Slaver, IrDA1.1, 4Ch. UART

¨ LCD Controller, 16Ch. DMA, Timer, Interrupt Controller, RTC, Ultra DMA

¨ PCMCIA, Compact Flash, MMC, SD, Memory Stick, Dataplay I/F, AC97 I/F

¨ I2C, I2S, SSP, Touch Screen ADC, GPIOs, PWM, Power Manager

¨ Whole Chip Operating Clock 133MHz, 250mW @ Peak Performance With above features, MMSP-2 has wonderful multimedia performance. Below is major performance of MMSP-2

¨ Video (H/W Video Processor) - MPEG1/2 MP@ML Decode – Video CD, DVD playback - MPEG4 ASP Encode or Decode @720 x 480, 30fps –DivX Playback - MPEG4 SP L3 Codec @352 x 288, 30fps – Video Conferencing - H.26L Encode or Decode @720 x 480, 30fps – CDMA Contents playback - JPEG Encode or Decode up to 6M pixels – DSC - MJPEG Encode or Decode @720 x 480, 30fps - Security CamSpeech & Audio (ARM920T CPU S/W) - G.723.1/G.729/AMR Speech Codec - PCM/ADPCM (G.722/G.726) Codec - MPEG1/2, Dolby AC3/DTS 5.1ch. Decoder - MP3/AAC-LC/WMA CodecSystem (ARM920T CPU S/W) - DVD, H.323/H.324M, MPEG4 System, SIPHigh Performance 2D Graphics & LCD Controller (H/W) - Resolution up to 1024 x 768 @ 60Hz - Two (2) Video Overlay Surface Support MagicEyes has developed and manufactured the first portable digital camera video player, Mkivki using its own MMSP 1 with the following features. 1. MP3, Music video, Movie player 2. Digital still camera, Photo album 3. Digital voice recorder. 4. IrDA for data transmission

MagicEyes is now developing a new digital video mobile phone with Microsoft, using its own MMSP 1.5 1. CDMA 1x or GSM/GPRS module with digital camera(350K) video(MPEG4) player 2. USB Host for its expandable killer application to WiFi, GPS 3. “video” online network game solution connecting PC users with other game enabled mobile phone

MagicEyes is developing a real multimedia PDA phone using its own MMSP 2 The Zeus is planned to use: 1. CDMA EV-DO or GPRS module with portable digital camera video (DivX) player 2. HDD for its multimedia contents storage 3. CIF camera for netmeeting and CIS(1.3M) camera for hi-end digital still camera with MPEG 4 camcorder 4. Versatile cradles for car, home, travel

3. The Company MagicEyes is Korean company founded in 1997 by ex-Samsung Engineers with the seed financing of USD $283,333. The company received additional investment of USD $2.300,000 from Synopsys as a strategic partner and the current capital is USD $1,121,365 as of August 31, 2002. The current CEO of the company is Mr. Michael Cho and current employees are 41. Since initial funding, Magic eyes has been able to fully create, develop, manufacture the distinctive multimedia device based on its own innovative solution.

4. Management The management team worked for Samsung for over 15 years in marketing, R&D and product planning in IT industry before joining Magic eyes. Additional experienced team members were hired (42 employees total) to work for development, marketing, distribution, sales and quality control with outsourced manufacturing company. The current Board of Directors includes Michael Cho, CEO, founder and former General manager of Samsung R&D, Peter Shawn, COO, former General manager of Samsung R&D, Brian Choi, Head of R&D and former Chief engineer of Samsung, Neo Kang, Head of SOC, former CEO of dgPIX and Chief engineer of Samsung and Hugo Jung, CMO, former CEO of Impactra and General Manager of Samsung.

5. Strategic Partners 1) Microsoft – MagicEyes was chosen as its silicon vendor partner. Microsoft supports MagicEyes technically and in marketing. 2) LG Telecom LG Telecom is about to sign a contract to choose MagicEyes’s solution for their digital video service via their wireless mobile infrastructure. Minimum grantee is 50000 unit for LG Telecom OEM Brand Product. - launching in end of 2002 3) SK Telecom SK Telecom is going to choose MagicEyes’s solution for her wireless GPS service as a test bed partner - launching in early 2003 4) Korea Telecom Korea Telecom is going to adopt MagicEyes’s solution for her wireless LAN service, named, ‘Nespot’ - launching in early, 2003 5) Samsung Samsung Electronics has chosen MagicEyes’s solution for her PDA Phone, named, ‘Nexio’ - launching in end of 2002 6) Telson Telson has chosen MagicEyes’s solution for her PDA Phone - launching in early 2003 in addition to its providing manufacturing and parts procurement facility 7) Namco Namco has chosen MagicEyes’s solution for her 2D pachinko machine, arcade game board, named, ‘System 6’ - launching in end of 2002 and 3D game board , named, ‘System 8’ - launching in later part of 2003 8) BT Cellular(mmO2) mmO2 is going to choose MagicEyes’s multimedia phone solution for their 3G wireless service to be developed and launched in 2003

6. Financial Summary and Funding Requirement Magic Eyes has processed to increase stock from $ 1.1 million dollars to $1.3 million dollars under the condition that sell new increase stock to fund-capital company by total USD 4 million dollars. Magic Eyes plans to use this additional fund to make marketing and manufacturing for the portable digital video devices and to finish development of distinctive multimedia digital video mobile devices with its innovative SoC solution.

7. Projection Magic Eyes expects USD 3million in sales revenue and USD 0.3 million profit with the contract of MkiVki for Vintion, Aladdin for LGT in this year(2002). Magic Eyes will contract with SKT, Telson, mmO2, Vitelcom, Microsoft, Sprint, Nextel for Aladdin, Zeus for USD 40 million in sales revenue in next year(2003), And for 2005, Magic Eyes projections are for USD 100 million in sales revenue, USD 10 millions profit. 8. Contact Hugo Jung [email protected] www.mesdigital.com. Pixelplus Co Ltd

1. Executive Summary Fundraising Status Pixelplus Co., Ltd.(“Pixelplus”) is looking for US$2M of equity fund for expanding global marketing activities and sustaining organizational growth next two(2) years. Pixelplus has invited total of US$1.1M as investment including US$0.8M from early stage 4 Venture Capital participants in Dec. 2000(Postech Venture Capital, Bokwang Venture Capital, Yonhap Venture Capital, and Dasan Venture Capital). And the public offering on KOSDAQ by Q1 2005 is target.

Investment Highlights - Infinitude application related to the Huge Emerging Market of digital multimedia and the image communication including Internet, Wireless, Security, and Mobile. - Total solution: proprietary design of CMOS sensor, its state-of-art ISP(image signal processor) technologies, and easy-to-use camera interface ASIC design technologies

- Competitive cost structure based on mass production/manufacturing process and superior Test & Package technology. - Well-organized confident management team and technical members including three Ph D.s and 7 M.S.s - Global growth strategy with worldwide distribution channels - Global strategic partnerships and diverse application reference - Clear strategy of IPO on KOSDAQ by Q2 2004.

Company Overview Established in 2000, as fabless company, Pixelplus Co., Ltd. specializes in providing CMOS Image Sensor Chipset & Design service for mass production/manufacturing process.

The management of Pixelplus is composed of expert technology professionals. Pixelplus’ founder Mr. Seo Kyu Lee, CEO, PhD, was previously the head of CCD product laboratory of LG Semiconductor and Hynix (former Hyun-Dai Electronics), brings 17 years of semiconductor industry experience to the company. Mr. Harold Lee, USCPA, V.P. of finance and overseas marketing was previously VP of Co-Ca Cola bottling Korea, brings 20 years of financial and auditorial experience. Mr. Euy Hyun Baek, Director of PKG test and Module development with that of general management, brings 15 years semiconductor industry experience, especially optical and PKG field from LG semiconductor. Mr. Ou Seb Lee, PhD, Technical Supervisor serves at system development for communication field. Pixelplus, headquartered in Suwon city of. Kyunggi province in Korea has 17 employees who are confident. Our vision is to be the Worldwide leading technology in camera SOC (System On a Chip) and Top 5 Image Sensor Provider in the world by 2005.

The Market We can find explosively growing demands for not only voice and data but also for video images, as we step into the 21st Century, arguably the peak of developing and constructing high-speed wire/wireless communication infrastructure. The Huge Emerging Market- image sensing devices which refer to digital multimedia will create excessive economic values to users across the various industry including Mobile devices for image communication(Cellular, PDA, PCS), Biometric devisce(Finger print & Iris recognition), Camera devices(PC Camera, Dual mode PC Camera, Web Camera, Security Camera, Digital Still Camera), Medical devices, Telemetering devices for gas, electricity, water service, Scanning devices(bar-cord reader), industrial automation, Amusement devices. The shipment of CIS is expected to be US$300M at the end of 2002, and to increase to over US$700 by 2004. Pixelplus is sure to put the biz on the road and join in on the supplying of the best solution for the inevitable digital multimedia and the image communication market trend.

Product and Solution Pixelplus developed innovative and unique pixel structure, which has been applied into PP710D-1/7” CIF class CIS(CMOS image sensor) and PVO430K-1/4.5” ISP(Image Signal Processor) embedded VGA CIS, and PPM710K, PVM430K-Camera Module for both class CIS, also PPI710K-ISP (Image Signal Processor). These products offer excellent image quality with low power consumption, low dark current, high sensitivity and anti-blooming characteristics. The sensor has correlated double sampling (CDS), color gain control, 10-bit analog to digital converter (ADC), internal timing generator and I2C interface. Operating by single supply voltage, Super-wide dynamic range (applied for 4 Korean & 2 USA Patents), Wide Operating Temperature, this sensor simplifies overall system design. Also PVO348K, PSO213K-ISP embedded 1/3” SVGA and 1/2” SXGA CIS have been developed, of which M/P is scheduled on Q4 2002.

Marketing and Sales Pixelplus supplies its products to OEMs, value-added resellers and system integrators either directly or through our worldwide distributors. According to circumstances, we can run Wafer level biz for risk hedge. We focus on selling camera module for mobile phone, which includes domestic and overseas market for the first stage.

Competition The market we compete is very competitive as the market grows. We compete with about 25 CIS provider in the world. We shall compete directly with them such as Agilent, Omnivision, IC media, Hynix etc. As Pixelplus is an early-stage company, we have competitive edge, for we have competitive superiority by ensuring competitive product characteristic-lower power consumption, and high sensitive & dynamic range of devices based on optimum design(specialized pixel structure) of our patents. In addition, we have also strong cost competitiveness that comes from lower cost M/P process, and improved the package and test cost also based on the technology that Pixelplus has secured. Another competitive advantage is that we provide quality technical support to our customers in a various industries with our strong application expertise-from Front-End to Back-End solution. Also by cooperation with diverse Back-End ASIC companies as strategic partner, we can ensure competitive power regarding cost, keeping up with market trend, technical support for the customers.

Financials Since Pixelplus was established in FY 2000, human and finance resources of Pixelplus have been allocated in developing its four(4) class of CIS and related camera application, so that Pixelplus shows a loss of approximately US$1.2M up to the first half of FY 2002 from the date of foundation. With the financing contemplated herein, we expect to realize approximately US$3.6M in sales in FY2002, US$17.5M in 2003, US$37.5M in 2004. We have confidence that we can achieve this because the fund allow us to reinforce our marketing activities and increase research and development for new solution like over 2Mega pixel CIS.

Execution Status Pixelplus as Venture enterprise have developed 4 classes of CIS and have released Customer Sample of CIF and VGA CIS and Camera module during past 2 years. And achieved execution results: 12 M/P partners, over 30 strategic biz partners including 9 global distributors, over 100 potential customers in 11 countries, and as a preliminary stage before sales contracts 4 MOU signed with major mobile phone manufacturer in Korea like Samsung Electronics.

Development Team The core of Image Sensor Development - R & D Center of Pixelplus is separated into three different tiers of specialized engineers. Design Engineers along with Analog & Logic circuitry engineers develop and materialize the designed pixel. Microelectronics device developing engineers then plant the designed chip into the CMOS process. Most of them have been experienced and high-performed manpower with LG Semiconductor.

EXECUTIVE SUMMARY

ULTRA PLASMA DISPLAY CORPORATION

OCTOBER 2002

For more information, contact:

Jason Chung, Ph.D. President & CEO

(T) 82-2-551-8111 (F) 82-2-551-8116 [email protected]

DISCLAIMER

This document discusses proprietary information of Ultra Plasma Display Corporation (UPD), and is and shall remain an unpublished document. This document is loaned for limited purposes only to selected parties and remains the property of UPD. Acceptance of receipt of this document by the agent and/or principal to whom it is loaned is an acknowledgement thereby that it is received in confidence and that, neither it nor any of the information it contains will be reproduced, used or disclosed, in whole or in part, by or to anyone not having a need-to-know, nor by or to anyone not employed by said principal without the written consent of an officer of UPD.

ULTRA PLASMA DISPLAY CORPORATION

1. Introduction

Ultra Plasma Display Corporation (UPD) was originally established as a Division of Plasma Display Panel (PDP) at Hyundai Electronics Industries, Co. Ltd. (HEI) in January 1996. Based on HEI’s policy of spinning-off non-semiconductor-related business, UPD was spun off and incorporated with equipment purchase agreement with HEI, and HEI’s U$7M investment into UPD in exchange of 19.9% share in June 2000.

With an additional Korean government fund of U$3.6M and the venture capital funding of U$5.8M, the Company is well positioned to develop, make and sell plasma display panels and its TV sets. The Company relies on its technological superiority in PDP development and manufacturing compared to most major PDP companies worldwide in terms of cost effectiveness, process know-how and manufacturing yield. The Company has demonstrated the first product of 37”, 42” VGA and 50” XVGA successfully, and has achieved the quarterly revenues of $ 1.2 M and $ 2.2 M for 1Q and 2Q, 2002, respectively.

There are only eight PDP manufacturers in the world (four Korean and four Japanese makers) as the technological barrier to enter the PDP manufacturing is high. The Company is well positioned to grow rapidly as a PDP manufacturer through the asset transfer and patent portfolio from Hyundai, significantly lowering the depreciation portion. The Company has also successfully implemented the first phase of capacity expansion from its initial 150 units/mon to 1,500 units/mon in March 2002 to meet the increasing demands from the market and is currently seeking the capital investment to support the further growth in this exciting and explosive PDP business.

2. PDP Market Projection

In recent years, the market demands for 40” or larger PDP TV have been growing rapidly in accordance to the expansion of satellite TV services all over the world. In 2000, about 320,000 PDP TV sets have been sold worldwide, and by the year 2004, over 4.1 million sets are to be purchased by the worldwide consumers, which can be translated into over US$5.2 billion. Not only the digital TV market, but also computer monitors, the public multimedia display and the entertainment system are the primary applications of PDP.

3. Competitive Advantages

The Company’s strengths in PDP technology are mainly attributed to the dedicated PDP engineering resources and the set of intellectual properties originally developed at Hyundai Electronics Industries Co., Ltd, which were subsequently licensed to UPD through the asset acquisition agreement. Since then, over US$10M has been invested for the advanced research and development. The Company currently owns approximately 80 applied patents in PDP and its related technologies, covering all areas of the PDP production process.

The Company will utilize its technology and the current manufacturing facility as a technology center for the future PDP technology licensing business while maintaining cash-positive financials at the current location. Any royalties and/or the technology licensing fee will be additional sources of income for the Company’s future growth.

While pursuing the large scale PDP manufacturing at the low cost location such as in China with technology licensing, the Company will launch the PDP module assembly business taking advantage of the Company’s circuit design and quality inspection technology. The Company ensures that this module assembly business should convert the financials to the overall profit regime as seen in the financial projection.

4. R&D

The Company has successfully developed its first product, 42” VGA last December and 50” XGA in June 2001, and began mass production from 1Q 2002 with 42” PDP. The Company’s strategy will focus on :

(1) Increasing cost competitiveness

(2) Development of application-specific & user-friendly products

(3) Preparation for large scale manufacturing processes

It is the Company’s strategy not to directly compete with major industry leaders such as FHP, LG and Samsung. Our R&D will be focused on process and product development, which can take advantage of relatively small group of R&D resources, such as image processing and high contrast ratio products. For example, the Company is already in the mass production stage for the high contrast ratio (2,700:1) products sooner than the major industry leaders.

5. Marketing & Sales

The Company’s products include PDP TVs/Monitors for various applications. To overcome the lack of branding power in the initial stage of marketing, the Company utilizes various OEM channels in overseas & domestics to fill the current capacity. The Company also entered into the logo license and sales agreement with Hyundai Group worldwide on Aug. 2002, which enables us to use the world famous “HYUNDAI” brand in our products.

The Company has already entered into the long-term contract with various OEM distributors worldwide with committed volumes summing up more than 10,000 units per year.

6. Management

Dr. Jason Chung is currently the president & CEO of UPD. Before he committed his full time to UPD, he has been acting as a Board Member of UPD. He studied his Ph.D. in Materials Science at Stevens Inst. of Tech., NJ, U.S.A. and started his career at IBM, NY and the Center of Surface Science, NJ, as a researcher. He has obtained his business experience at Hyundai Electronics Industries Co., Ltd as a General Manger in Corporate Planning & Coordination Office where he has been involved in many business transactions such as investment, new business development and M&A. He also worked at Semiconductor R&D Center as a principal Engineer where he was in charge of device physics and process integration, and at Semiconductor Planning and Coordination Office as a General Manager in charge of new business development. He has widened his career as Vice President, Strategic Planning/Marketing at MMC Technology, CA, U.S.A. He was the founder of SemiVenture, a financial advisory and marketing company, based in CA.

Acting as CTO of UPD, Dr. Sun Woo Park is the founder of the company. He currently serves as a director of academic & industrial relations at Korea Information Display Society and also as a chief officer at Next Generation Flat Panel Display Equipment R&D Center for Korean Government. He also teaches at Univ. of Seoul as a faculty and has been a visiting professor at Stanford Univ. involved in Display R&D project. He has also been in charge of process integration group at semiconductor R&D center at HEI, where he built his managerial experience in operation. He received his Ph.D. in EE at Sophia Univ., Japan, where he has gained an access to Japanese PDP technology.

7. Financial Projection

(1) Income Statement

(Unit: US$1,000 @ US$1 = 1,200 KOR. WON)

2002 2003 2004 2005

Sales 9,127 25,808 50,489 75,467

COGS 15,441 24,178 41,258 59,196

Gross Profit (6,314) 1,630 9,231 16,271

SG&A 2,161 2,534 3,338 4,202

Operating Income (8,475) (904) 5,893 12,069

Non-Operating Income 87 78 82 85

Ordinary Income (8,745) (1,438) 5,292 11,503

Income Tax - - 699 1,518

Net Income (8,745) (1,438) 4,593 9,985

8. Investment Consideration

(1) Total Capital Requirement : U$10M

(2) Use of Fund : R&D : $2M, Mfg. Equipment Upgrade : $2M,

Module Assembly Business : $3M, Working

Capital : $3M