BACKGROUND SUMMARY

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INTRODUCTION

Complex operating systems and sophisticated application software programs are driving the demand for more memory in today's personal computers. Intel's new Pentium processor requires more system memory for optimum performance. Programs such as Windows 95' also increase the need for additional memory. End-users are mandating that programs offer more functionality with quicker response time. All of these demands are driving the need for quality memory upgrade products in both corporate and consumer markets.

COMPANY OVERVIEW

Marc Ganouna recognized this rising need for computer memory and formed AVC Enterprises in 1984. The company's purpose was to trade in commodity memory devices that are used for personal computer memory upgrade products. Mr. Ganouna's high level of integrity was quickly recognized in the supplier community and enabled the formation of strategic supplier relationships in Europe, Asia and the US.

The establishment of MGV Electronics, Japan, in 1985, enhanced key vendor relationships for commodity memory components critical to the manufacture of memory upgrade products. Once the supply of these memory devices was firmly secured, MGV quickly established its manufacturing operations in 1989 and began shipping a complete line of SIMMs and upgrade modules to OEMs and memory-only distributors. MGV became a truly unique memory company by consistently assuring a supply of critical components based on key vendor partnerships, in-house design and manufacturing capabilities and expertise.

In 1993, MGV MEMORY was formed as a division of MGV International, Inc. to capitalize on the growing demand for MGV manufactured memory products. The opportunity to further leverage capabilities as a manufacturer by marketing products under their own brand name was clear and quickly seized. MGV Memory is now a dominant market presence leveraging these unique capabilities and delivering quality manufactured, high-performance memory upgrade solutions at the industry's most competitive prices. The company-wide dedication to customer satisfaction, integrity in our channel partnerships and complete control of the design and manufacturing process have lead to rapid growth of MGV Memory. Revenue in fiscal 1995, which ran from April 1, 1994 to March 31, 1995, was in excess of $100,000,000.

In 1993, MGV MEMORY, MGV's retail branded memory upgrade solution product line was introduced with broad acceptance. In September 1994, MGV acquired the Compatible Memories division of Xtend Micro Products, a pioneer in the retail channel and a leading brand in the consumer market. Together with this division, MGV's own MGV MEMORY branded retail products are now available at over 1,500 retail locations nationwide. MGV enters 1997 as the leading supplier of retail packaged memory to the consumer channel.

Since its inception, MGV's philosophy has been to consistently provide our business partners with only the highest level of customer service that stems from an internal commitment from the entire MGV Memory team. Our goal is to continually strengthen our position as a world-class engineering, manufacturing and marketing organization and in turn to provide our customers with the benefits of doing business with a global partner.

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STATE-OF-THE-ART PRODUCT LINE

MGV Memory is dedicated to providing a state-of-the-art line of memory upgrade products to serve as a "single source" for our customers. This single source approach simplifies the selection and supply of the correct memory upgrade solution to meet the users' needs for desktop computers (both MAC and PC), portable computers and printers.

DESKTOP COMPUTER MEMORY UPGRADE SOLUTIONS

Included in this complete line are desktop computer memory upgrades featuring quality 30-Pin Single In-Line Memory Modules (SIMMs) in capacities of 1MB to 16MB, available with parity (x9) for PCs or without parity (x8) for MACs. Newer desktop computers use high performance MGV MEMORY 72-Pin SIMMs in capacities of 1MB to 128MB, available with parity (x36), or without parity (x32), (x39) and (x40) ECC, and on tin-lead or gold PCBs. Most professional business computer systems use 72-Pin SIMMs with parity, with consumer-oriented systems accepting SIMMs without parity. Pentium-based PCs and PowerPC-based MACs use these SIMMs in pairs, substantially increasing their usage.

For high-end systems and workstations, MGV MEMORY offers solutions including Dual In-Line Memory Modules (DIMMs), Enhanced Data Output (EDO DRAM), Synchronous (SDRAM) memory modules. Currently under development at MGV are RAMBUS (RDRAM) and SyncLink memory technologies.

PORTABLE COMPUTER MEMORY UPGRADE SOLUTIONS

Portable computers require very low power, rugged memory modules which are usually unique (proprietary) to each notebook computer. Some portable computers utilize a special "credit card" size memory card. MGV specializes in these credit card memory modules with capacities of 4MB to 32MB. Proprietary memory upgrades are available for most other popular portable computers such as the Toshiba Tecra 500 series, 710,720, 730, IBM ThinkPad 760E, 365X series, NEC 6000 series and Compaq ProLiant 800, 200, 2500 and 250OR series, Armada 4100, 1100 series and Presario series. Small-Outline Dual In-Line Memory Modules (DIMMS) are also available from MGV in capacities of 4MB to 128MB.

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PRINTER MEMORY UPGRADE SOLUTIONS

Many popular laser and ink-jet printers require add-in boards with memory to increase the storage capacity for fonts, handling of complete images and faster operation. These proprietary memory expansion cards are available from MGV to support most major manufacturers of printers including older Hewlett Packard, Apple, Sharp, Canon, IBM/Lexmark, Panasonic and many others. Capacities as small as 512KB to as much as 32MB are available, based on specific printer capabilities. Newer printers, such as Hewlett-Packard's LaserJet 4P series and Epson's ActionLaser 1100/1600 family use 72-Pins SIMMs in various configurations. MGV's understanding of each printer's requirements for memory upgrades is a key factor in our success in this category.

MGV MEMORY RETAIL PACKAGED SOLUTIONS

The memory upgrade products noted above are all available in complete retail ready packaging. This complete retail solution includes tamper-proof retail packaging with strong shelf appeal, extensive point-of-purchase and merchandising materials, toll-free, 24-hour technical support and a lifetime warranty. MGV offers special merchandising and training programs to retail customers promoting rapid retail sell-through of its products. Our Strong retail presence was further strengthened through the acquisition of Compatible Memories from Xtend Micro Products. MGV's retail accomplishments have been recognized with the award of Best Retail Strategy honors two years running.

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ISO 9001 CERTIFIED MANUFACTURING AND ENGINEERING

MGV's manufacturing operations are housed in our ISO 9001 Certified, 45,000 squarefoot, state-of-the-art facility in Huntsville, Alabama. As an OEM supplier to major computer manufacturers and distributors of memory products for over six years, MGV has earned its reputation as a quality manufacturer of memory products. The facility is equipped with the latest in electronic assembly and test equipment, including sophisticated surface mount technology (SMT) machines manufactured by Fuji and Quad Systems, the leaders in vision-assisted robotics assembly systems. MGV's investment in one of the most expansive manufacturing facilities and the latest processing and manufacturing systems yield great rewards for our customers and enables MGV to react quickly to rapid changes in the marketplace.

MGV's design engineers quickly create the latest memory upgrade designs in time to meet customer demand when new systems are released. Reliability and performance are not sacrificed for this quick turn around capability. As one of the few companies in the field with in-house design and manufacturing capabilities, MGV has created and profiled a large library of proven designs and memory cells which are used to produce well engineered, highly reliable, efficient designs. Using these proven design elements, new designs can be created quickly, with certainty that the design will meet and exceed performance expectations. Revisions are seldom required, resulting in a lower cost to design and quicker time to market, both of which are critical issues in this industry.

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TEST/QUALITY CONTROL

MGV performs a 100 percent functional and electrical test on all of the products it designs, manufactures and ships. The testing methodology that MGV utilizes involves design engineering, manufacturing engineering and quality assurance. This team approach to quality, combined with the most advanced test systems available on the market produces one of the highest material acceptance rates in the industry.

STRATEGIC ALLIANCES/PROCUREMENT

MGV has strong and long-term strategic alliances with the major manufacturers of memory devices throughout the world. These relationships are based on many years of volume procurement and integrity in the partnership. We have established procurement relationships on three continents to ensure a smooth flow of devices, even in times of shortage. This benefits MGV's customers by providing an ongoing supply of product without the fluctuations which have plagued the PC industry in the past.

CHANNEL STRATEGY

MGV's quality memory products have been broadly accepted in the distribution, OEM, reseller, CE, mass merchant and computer superstore channels. This has been the result of focused efforts to prepare and deliver outstanding channel and end-user programs. These programs include a lifetime warranty, toll-free, 24-hour technical support, dedicated account management teams, extensive merchandising programs and point-of-purchase materials. The benefits to our channel partners include a strong profit potential from the computer upgrade category. MGV partners with its resellers to simplify the memory upgrade selection and procurement process. Together we are removing the barriers and promoting the purchase of memory upgrades for virtually any computer system, printer, application or operating system software.

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