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C00002 00002 \|\\M1BDR30\M2SIGN57\M3NGR25\M4NGR20\F2\CVICARM
\F3\C154 EAST DANA STREET
\CMOUNTAIN VIEW, CA. 94041
Mr. Richard Jaffe
1200 N. Bowser Road
Richardson, Texas 75080
Dear Mr. Jaffe:
Following our brief discussion at the recent Robotics exposition
in Chicago, I understand that your organization may be interested in
entering the field of robotics and is interested in a possible business
relationship with Vicarm. This letter will serve to introduce Vicarm and
myself, my interests, goals and expectations.
Vicarm is a small California corporation engaged in the
development and manufacture of computer controlled manipulator systems
and accessories. We have been in business for about 3 years and now offer
for sale one of the most advanced type of system available. Our
manipulators have been purchased by Universities, Research Labs, and large
corporations. These include Stanford Universty, M.I.T.,Purdue Univ., SRI,
JPL, National Bureau of Standards, U.S. Navy, General Motors, and Western
Electric Co. As a small company of but 2 employees, I am interested in
seeking a working arrangement with a larger, established and responsible
firm because of the following reasons.
I am also presently a Research Assistant- PhD Candidate at Stanford
University in the special program area of Automation. I set up this
special study area a few years ago, and am currently funded by a National
Science Foundation grant through the Artificial Intelligence Laboratory.
I am seriously interested in completing this PhD program and the
arrangement I want to set up with you should include some provision for
this. To help me achieve this goal, I am interested in selling Vicarm to
Camsco, and setting up a mutually agreeable working arrangement.
In addition, to this date all research and development efforts at
Vicarm have been funded entirely out of income from fixed price
manipulator sales contracts. I find that I must personally spend an
excessive amount of my time and effort on manipulator production, sales
and customer relations. By merging with a larger organization such as Camsco,
I would expect to be freed of some of these chores to spend a larger
proportion of my time on advanced systems design and development.
I propose the following terms and conditions:
1. Camsco will purchase all of the assets of Vicarm,
including machine shop (lathes, milling machine, etc),
office equipment, facility improvements,
assembly jigs and fixtures, test equipment, inventories of finished
goods (one demonstration arm complete with computer and
software ), and other inventory (excluding parts
needed to complete our current orders) for $60,000 which represents
my estimate of the market value of these assets.
Furthurmore, Camsco will pay Vicarm
$120,000 for all of the rights to trade secrets and know-how relating
to the manipulators. Camsco will pay for these assets in cash at
the time of purchase; Vicarm will retain responsibility for all
liabilities it has incurred. Vicarm will represent and warrant to
you that it has marketable title to the assets described above, free
and clear of any liens or encumbrances, and that it has authority to
effect the sale of such assets to you. Vicarm will complete
production of existing orders, and retain the proceeds of those
2. I will agree to become a consultant to Camsco for
three years. My interests are in the area of advanced manipulator
design and advanced manipulator instrumentation and sensor design. I
would like to see my future work in these areas, rather than in the
area of manipulator manufacture and production. Specifically, these areas
would include; new manipulator designs, force and touch sensor
etstems, new end effectors, and manipulator related accessory devices
including vision systems, positioning tables, computer based control systems, and advanced
computer based program and control methods.
a. The services I will perform for Camsco will be such of the following
as we agree upon;\.
1) Bringing to the attention of Camsco new developments in
the manipulator and sensor areas.
2) Direct an R and D facility for Camsco whose work will be
of a Robotics nature and oriented to Camsco needs or objectives.
3) Industrialize the Vicarm products by providing design
specifications, reliability testing and production drawings.
4) Develop applications of Vicarm products in conjunction
with Camsco products.
5) Advanced research in the areas described above which
will be a part of my research at Stanford University.
\J b. I will be available for consultation at least 6 days per
month, and will be paid $1200 per month during that time, regardless
of whether Camsco employs any of that time.
c. If I consult for more than 6 days in any calendar month,
I will be paid $200 per day in addition to the fee described in the
previous paragraph. At my option, I may consult for up to 20 days per
d. In addition to the foregoing payments, I will be paid, on
a quarterly basis, the following percentages of the net sales prices
of the M.I.T. Arm, the Stanford Arm, sensors, and software described in Vicarm's current sales
First and Second years after purchase 8%
Third and Fourth years after purchase 6%
Fifth and Sixth years after purchase 4%
Seventh and Eighth years after purchase 2%
\J The proposal in this letter is not intended to be an offer, but merely a
statement of the basis from which a binding agreement could be prepared.\.