ARCHIVE DIGITAL, INC.

ARCHIVING EQUIPMENT, NAMELY, SEARCH ENGINES AND DATABASE MANAGEMENT COMPUTER SOFTWARE, MPEG VIDEO PLAYERS, ENCODER STATIONS, SMPTE TIME CODE MANAGEMENT AND MACHINE CONTROLS AND PARTS FOR THE FOREGOING

BUSINESS ARCHIVING SERVICES, NAMELY, DIGITIZING AND ARCHIVING FOR FILM, VIDEO, AND AUDIO TAPE FOOTAGE, CONVERTING FOOTAGE TO COMPUTER DATA FILE FORMATS, TRANSFERRING INFORMATION TO CD ROM, DVD-R, DAT AND/OR A SERVER OR OTHER HIGH DENSITY STORAGE MEDIUM, AND PROVIDING THE ABILITY FOR CUSTOMERS TO RETRIEVE, REUSE, AND REPURPOSE ARCHIVED FOOTAGE VIA SEARCH ENGINES AND GLOBAL COMPUTER NETWORKS