"December 13, 2005"

As of the 9th day of December 2005, Memory-Tech Corporation ("Memory-Tech"), Kinyosha Printing Co., Ltd. ("Kinyosha"), Goldman Sachs Group Inc. including Goldman Sachs (Japan) Ltd. ("Goldman Sachs"), and Aitec Co., Ltd. ("Aitec") formally agreed to become the joint assignee of the manufacturing division of Toshiba-EMI Ltd. ("Toshiba-EMI") including Gotemba Plant and Custom Sales Department.
In accordance with this agreement, Toshiba-EMI is scheduled to sell to the four companies all shares of a new company "Toemi Media Solutions Limited (assumed name)", which will be established by corporate separation of its manufacturing division on 26th December 2005.

1. Agreement Overview

A.	Memory-Tech, Kinyosha, Goldman Sachs, and Aitec agreed on the joint takeover of Toemi Media Solutions Limited which is to be established after the manufacturing division of Toshiba-EMI (including Gotemba Plant and Custom Sales Department) is divided from Toshiba-EMI on 26th December 2005.
B.	Shareholder composition of the new company will be as follows: Memory-Tech 52% Kinyosha 20% Goldman Sachs 18% Aitec 10%   Total 100%

• 2. Objectives of this Assignment
  
  

  A.

  Toshiba-EMI , one of the leading music company in Japan, is a joint venture between Toshiba Corporation and EMI Music that conducts marketing activities in over 50 countries worldwide. The company has been providing high-quality music contents of a number of top level artists in various genres such as Japanese (Domestic), International, jazz, and classical music. Toshiba-EMI has received a high reputation for the top-notch manufacturing techniques and quality of products, which are exclusively manufactured at Gotemba Plant. In addition, Custom Sales Department has provided other companies in the same trade with a variety of disc manufacturing services that enhance the reputation of quality. However, Toshiba-EMI has faced challenges in future investment on new manufacturing technique. As more investment is required to discover and develop artists or to produce and promote songs (A&R) in the music industry, Toshiba-EMI has realized that possible restructuring and intensifying competitions in CD manufacturing would make it more difficult to reduce the production cost. Toshiba-EMI has carefully considered assigning the manufacturing division to companies who can maintain the employment and growth of the division with future prospects in disc manufacturing, and has determined to sell the shares to four companies including Memory-Tech, who takes aggressive growth strategies and has developed the next-generation optical disc "HD DVD".

  B.

  Memory-Tech Group is a leading OEM of optical disc including CDs and DVDs.The company offers a total service that includes planning, production, and distribution of CDs and DVDs to major Japanese, U.S. and Chinese film/music companies. Memory-Tech Group will have the largest share in the domestic CD manufacturing after the group adds the new company as a new member, which currently has a large share in the domestic music CD market. In collaboration with Goldman Sachs, a leading U.S. investment bank, Kinyosha and Aitec as strategic partners, the Group will take advantage of the economy of scale by actively implementing M&A domestically and internationally to expand the disc manufacturing business. Memory-Tech Group has a plan to form a capital alliance with Goldman Sachs on the occasion of this takeover and will utilize M&A effectively. By vertically integrating the value chain from post-production of music and video to logistical service, and incorporating the disc-related businesses such as archiving or broadband distribution of music and video, the Group will aim for a market leader that integrates middle-market between content providers and end users, and "provides one-stop content distribution services".Memory-Tech Group has established a disc manufacturing system of the next-generation DVD ("HD DVD") as a leader in the industry.The alliance with the new company that also has high technology of HD DVD replication will enable the Group to improve their research and development (R&D) system.

  
  3. Company Information

Toshiba-EMI
Company Name: Toshiba-EMI Ltd.
Established: October 1, 1960 (Founded in 1955)
Headquarters: 2-2-17 Akasaka, Minato-ku, Tokyo
Business Description: Production, manufacturing, and sales of music/image/ computer software
Representative: Shoji Doyama
Contact:
Corporate Relations
Tel: +81-3-5512-1730

Toshiba-EMI's Gotemba Plant
Business Name: Toshiba-EMI Ltd. Engineering and Manufacturing Division, Gotemba Plant
Established: October 1971
Address: 985 Hodozawa, Gotemba-shi, Shizuoka
Manufacturing Items: CDs and DVDs
Representative: Takeshi Komiyama (Plant Manager)
Employees: 255

Memory-Tech
Company Name: Memory-Tech Corporation
Established: September 10, 1985
Tokyo Headquarters: 2-27-25 Minami-Aoyama, Minato-ku, Tokyo
Business Description: Planning, manufacturing, and distribution of optical discs including DVDs and CDs
Representative: Shiroharu Kawasaki
Contact:
Haruhiko Noborisaka
Corporate Planning Department
Tel: +81-3-3405-8894

Kinyosha 
Company Name: Kinyosha Printing Co., Ltd.
Established: September 30, 1926
Tokyo Headquarters: 2-8-4 Unoki, Ota-ku, Tokyo
Business Description: Printing and processing of music/image/game software packaging and commercial printing
Representative: Ken Asano
Contact:
Masaaki Oka (Executive Director)
Satoru Watanabe (Administrative Manager)
Tel: +81-3-3750-2107

Goldman Sachs  
Company Name: Goldman Sachs (Japan) Ltd.
Established: January 1974
Headquarters: 6-10-1 Roppongi, Minato-ku, Tokyo
Business Description: General securities business and all other related business, and other legally permitted business
Representatives: Masanori Mochida and Thomas Montag
Contact:
Corporate Communications
Tel: +81-3-6437-1648

Aitec
Company Name: Aitec Co., Ltd.
Established: December 1998
Headquarters: 652-2 Hosoe, Makinohara-shi, Shizuoka
Business Description: Recycling and assembly of magnetic tape and optical discs
Representative: Hisayuki Ishigaki
Contact:
Hisayuki Ishigaki
Tel: +81-548-22-8877