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\F3\C154 EAST DANA STREET
\CMOUNTAIN VIEW, CA. 94041
Mr. Kenneth Hines
Everett Charles Co., Inc.
Dear Mr. Hines:
I would like to bring Vicarm and my services into the Everett
Charles Co. organization on the basis set forth in this letter. A
few underlying points bear mention at the outset.
As you already know, I am very resistant to moving from the
San Francisco Bay area and thus would strongly prefer to remain near
to where I presently am. At the present time I am a Research
Assistant- PhD Candidate at Stanford University in the special
program area of Automation. I set up this special study area a
couple of 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 have expressed to you my
interest in selling Vicarm to Everett Charles Co., and setting up a mutually
agreeable working arrangement.
I propose the following terms and conditions:
1. Everett Charles Co. will purchase all of the assets of Vicarm,
including machine shop, office equipment, facility improvements,
assembly jigs and fixtures, test equipment, inventories of finished
goods (one demonstration arm), and other inventory (excluding parts
needed to complete our current orders) for $50,000 which represents
my estimate of the market value of these assets, including all outstanding shares of stock.
Furthurmore, Everett Charles Co. will pay Vicarm
$100,000 for all of the rights to trade secrets and know-how relating
to the manipulators. Everett Charles Co. 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 Everett Charles Co. 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
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.
a. The services I will perform for Everett Charles Co. will be such of the following
as we agree upon;\.
1) Bringing to the attention of Everett Charles Co. new developments in
the manipulator and sensor areas.
2) Supervise an R and D facility for Everett Charles Co. provided that
I would have an operating budget of $100,000 per year
(including my consulting fees).
3) Industrialize the Vicarm products by providing design
specifications, reliability testing and production drawings.
4) Develop applications of Vicarm products in conjunction
with Everett Charles Co. 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 $1000 per month during that time, regardless
of whether Everett Charles Co. employs any of that time.
c. If I consult for more than 6 days in any calendar month,
I will be paid $160 per day in addition to the fee described in the
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, and sensors 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. I will appreciate hearing your reaction to this proposal.\.