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\|\\M1BDR25;\M2SIGN57;\M3NGR25;\M4NGR20;\F2\CVICARM  
\F3\C154   EAST  DANA  STREET  
\CMOUNTAIN  VIEW,  CA.  94041 
\F4\←L\-R\/'7;\+R\→.\→STelephone: \←S\→.415-965-0557
\F1\CApril 1, 1976



Mr. J.  Engleberger
President  
Unimation 
Danbury, Conn.


Dear Joe:

\J
	Thank you for inviting me to Unimation to discuss our joining
forces  in the area  of manipulator  development and manufacture.   I
enjoyed talking with you, Bill Purzley, and Bud Palmer.

	I have  thought about  your proposal  and have  come up  with
short  list  of some  of  the  features I  would  like  to see  in  a
continuing joint effort.

1)  I agree  that  Vicarm would  become a  wholly owned  subidiary of
Unimation...  existing under the  name of Vicarm, or Unimation.   The
name is not important.

2) I am very resistant to moving from the Palo Alto, California area,
and thus  would  strongly prefer  to  remain in  this  area.   3)  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
manufacturing and producing manipulators.   Specifically, these areas
would  include:  New  manipulator  designs,  force  and  touch sensor
systems,  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.

4) I am still  considered a graduate student at  Stanford University.
I  am  listed as  a  PhD candidate  in  the special  program  area of
Automation.  This is a special study area I set up a couple  of years
ago.  I am still seriously interested in completing this PhD program,
and  the arrangement I  want to set  up with you  should include some
provision for  this.  I  would be  willing to  modify my research  to
include topics of interest to Unimation.

5) Vicarm  is a small company  with sales of less  than $100,000 last
year.  I  find that  I am more  of an  engineer than a  manager.   In
addition I  realize  that continued  expansion is  a requirement  for
continued viability.   I am hesitant to continue to invest more of my
personal resources at this time.  By joining with Unimation,  I would
be  freed of  some  of  the financial  and  administrative hassles  I
currently  have, and  would  be able  to more  fully apply  myself to
automation research and idea development.

6) Vicarm has assets  at the present time.   We have paid  up capital
equipment in the form of  a small machine shop, office furniture, and
assembly and test equipment and fixtures.  We also have an  inventory
of some spare parts,  and parts for future orders.   Furthur, we have
an assorted  collection of R and D items,  such as different types of
motors,  electronic  components,  and  general  purpose  shop   stock
material.  Our  current order backlog is about $40,000  worth, with a
new  $40,000 order  expected in  the next  few weeks. To  fulfill our
current orders, mowt of the investment in component parts and outside
labor  has  been   completed.    Additional  investment  in  improved
electronics and software is still being  made but is NOT required  to
meet the basic specifications of the current contracts.  We currently
have no  large debts, and our bank  balance is entirely sufficient to
enable delivery of all current orders.

7) Vicarm has  another asset...  my experience and  knowledge in  the
field of computer controlled manipulators.  This includes the designs
of the Stanford Arm the M.I.T. Arm, and their accessories.


8) I  feel that a reasonable arrangement would include the following-
Purchase of the assets of Vicarm, at current market  rate in the case
of machine shop equipment, and office fixtures.  I currently estimate
this value to be about $15,000.  Purchase of the inventory assets  of
Vicarm excluding all  items required to complete our  current orders.
I  estimate this  value at  $8k.   Purchase  of our  two demonstrator
manipulators (currently nearing completion),  at a value of say  $35k
(which is 30% below our current  selling price for these devices).  A
production payments  arrangement with me to extend for 7 years.  This
would cover the two arms we currently have and be at  the rate of say
7%  of the  out the door  system price  for the  first two  years and
dropping 1% per year until  2% at the seventh year.   I would like  a
clause to allow some  assurance that resonable efforts would  be made
to sell these  manipulators.  An employment contract for 3 years with
Unimation, at a  full time salary  of $27,500 per  year plus 10%  per
year cost of living increase.(This  is lower that my request earlier,
as  I feel  I  would rather  trade benefits  and project  freedom for
salary. In  addition, I  would like  to  have a  resonable chance  of
completing  my  PhD  during this  time.    Last,  I would  want  some
assurance  that  you  would  provide  me  with  an  operating  budget
sufficient  to  allow  this  development  effort  to  progress  at  a
reasonable rate.   We discussed this during  out meeting and it looks
like $75,000 to $100,000 per  year including all salaries (mine  too)
and materials might be a reasonale commitment to start.

I would want to retain the  right to complete all current orders, and
retain  all  payments  for  these  orders.    These  orders would  be
completed entirely at Vicarm  expense, and my salary would  not start
until completion (expected by June 15).\.

\←L\→S\←R\-L\/'2;\+L\→L

Yours sincerely,



Victor Scheinman 
President

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