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C00002 00002		AGREEMENT BETWEEN VICARM AND MIKE TAPPAN,P.M. WEST, ET AL
C00019 00003		 Statement of Purpose
C00022 ENDMK
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	AGREEMENT BETWEEN VICARM AND MIKE TAPPAN,P.M. WEST, ET AL
			Version of November 8, 1974

	This document sets forth the details  of an agreement between
VICARM and Mike Tappan, P.M.West, et al, hereinafter written as MIKE.
This agreement generally covers the  transfer from VICARM to MIKE  of
the production details and inventory, and sales rights for the VICARM
manipulator products known as the Stanford Arm and the M.I.T. Arm. 

	VICARM  will  transfer to  MIKE  all the  currently available
drawings,  details,  and  data  covering  these  two  products.    In
addition, VICARM  will transfer to MIKE its  entire current inventory
of parts, components  and assemblies related  to these two  products.
Included in  this are all  the parts and  components and  services on
order  and  scheduled for  delivery on  or  before the  date  of this
agreement. 

	In return for  all the  items listed in  the transfer  above,
VICARM will  recieve from  MIKE a  sum of money  equal to  the amount
invested  by VICARM in  the design, development  and manufacturing of
these two products.  This  sum will be determined by summing  all the
net expenses listed in VICARM'S books starting with April 1, 1974 and
continuing through to the date  of this agreement.This audit will  be
done by an  independent auditor.  In  addition to this, MIKE  will be
responsible  for fulfilling all the  outstanding orders and financial
commitments of VICARM as listed  in VICARM'S books and records as  of
the date of this agreement. 

	This sum shall be paid in the following manner.  Twelve equal
installments shall be paid, each installment constituting one-twelfth
of the total  sum owed,  plus interest calculated  at 12% per  annum,
starting with the date of this agreement, on the unpaid balance.  The
first installment shall be due 30 calandar days after the of  signing
of this agreement. Each following installment shall be due at monthly
intervals  thereafter  until paid  completely.   To  encourage prompt
payment a penalty  of 10%  of the  amount due shall  be assessed  for
payments more than 5 days late. Payments overdue by more than 30 days
shall constitute sufficient cause for cancellation of this agreement,
and automatically make MIKE  liable for all the expenses  incurred in
this  agreement,  and return  of  all  the  material and  information
transferred to MIKE.   In addition MIKE shall  remain liable for  all
agreements he  has enterred into  while acting under  this agreement.
As  collateral for this transaction,  Mike will offer  the houses and
other additional property, as necessary to meet the audited  value of
VICARM  inventory, of  the partners  and/or officers  of MIKE.   This
collateral shall be in the form of a 2nd mortgage, etc. 

	Should  MIKE be interested in  using the facilities currently
used by VICARM,  MIKE shall  be entitled to  rent the current  rented
facilities  with  all the  fixed  capital  improvements  and all  the
manufacturing equipment for a sum equal  to the fair rental value  of
the  facilities  and  improvements, as  assessed  by  an  independent
appraisal.    With  two months  notice,  MIKE  shall  be entitled  to
terminate this  lease obligation, provided  the existing  lease or  a
month to month extension is still  in effect.  Future leases shall be
negotiated between MIKE and the landlord (Mr.  John Meccarello).  The
conditions  of  rent  of  the  listed  facilities,  improvements  and
installed manufacturing equipment shall be such as to allow VICARM to
maintain a telephone  number at the  address, and to  have access  to
unused  equipment  during  periods  of  free   time.    VICARM  shall
compensate  MIKE for this priveledge  at a fair market  rate.  VICARM
shall also be entitled  to a key to the  premises for the purpose  of
using its telephone, or also using the equipment during free time. 

	As  MIKE  intends to  manufacture  the  two VICARM  products,
VICARM  will transfer to  MIKE its current pruchase  orders for these
manipulators. MIKE will be  obligated to fulfill these orders  at the
presently contracted  for prices.  All  future orders can  be sold at
prices to be determined by MIKE.  

	In return  for giving  MIKE  the opportunity  to  manufacture
these already  contracted for manipulators,  and for giving  MIKE the
opportunity  to offer arms for  sale in the future,  MIKE will pay to
VICARM 5% of the sales price  for each model M.I.T. arm shipped,  and
5% of  the sales  price for  each model Stanford  arm shipped.   This
price  is based  on the  manipulator price  including a hand  and the
standard electronics  package.   In  any event,  the  sum payable  to
VICARM shall not be less than $400 per M.I.T. arm or Stanford arm kit
( this  kit refers  to the  purchase orders  accepted for  arm  parts
assemblies,as in the  case of University  of Illinois), and  $900 per
Stanford arm.  This  sum shall be payable to VICARM within 45 days of
shipment of each arm, and shall apply to all arms  shipped, including
those for which purchase orders have already been accepted. 

	In addition to this commission, MIKE and VICARM will share in
the profits from this operation in the following manner.  VICARM will
get 40% of all of MIKE's  profits at the end of each fiscal  year. In
the event  MIKE becomes a corporation,  VICARM will be  granted a 40%
share of this enterprise,  with dilution guarantees  such that at  no
time will VICARM have less than 40% of the interest that the original
stockholders  have.   VICARM  will be  offered  the same  reinvestment
incentives that the other officers are offered.   To insure efficient
operation of MIKE, all of MIKE's officers and key employees will have
contracts  for  the first  3  years  of operation.  Their  direct and
indirect personal  renumeration  from all  sources  shall not  exceed
their  current Stanford  University salary  plus  tangeable benefits.
This figure will be  pro-rated for the percentage  of time worked  in
the case of part time  officers holding outside jobs.  At  the end of
one year this figure will be increased by 10%.  Expense accounts, and
special company benefits will be equally available to the officers of
MIKE and  VICARM.  Any  and all bonuses  or incentives, etc.  will be
paid  out of profit.  Stock options  shall be granted  equally to the
officers of MIKE and VICARM.  

	To enable MIKE to quote on more complex  orders involving arm
systems  rather  than just  bare  arms, VICARM  shall  be willing  to
provide MIKE with consulting services and special systems components.
The price  of these services  and products shall  either be  fixed in
advance by mutual  agreement, or shall be on an hourly or daily basis
in the event of special, short notice consulting services.   The rate
for these  consulting services shall  be equal to the  most favorable
rate offered by VICARM to other customers for similar services.  As a
measure of  the state  of readyness  for  production of  a so  called
prototype or special assembly  or system, VICARM shall be required to
offer production rights  to MIKE after  no more than  3 items of  the
same type (not  necessarily exactly the same) have  been manufactured
by  VICARM.  The terms  and conditions of transfer  of the rights for
these future items shall be negotiated at the time of the offer. 

	The duration of this agreement shall be three years  from the
date of signing.  During this time, Mike will have the opportunity to
make  and solicit manipulator  orders in VICARM'S name,  and shall be
free of competition from VICARM,  to the extent that VICARM  will not
attempt  to manufacture  for  sale manipulators  of  the Stanford  or
M.I.T.  type during that time.   VICARM will also agree to give  MIKE
first right  of refusal  to manufacture  other products which  VICARM
might  develop. During  this time,  it is agreed  that MIKE  will not
manufacture any  other type  of manipulator  without  the consent  of
VICARM. Thus, all manipulators sold by  MIKE will be considered to be
under  agreement from VICARM.  The  term "manipulator" applies to all
devices which  have multiple  degrees of freedom  and multiple  servo
systems.  This includes simplified or more complicated derivatives of
the basic M.I.T.   arm  and Stanford  Arm, for  use as  T.V.   camera
turrets, special handling devices, etc. 

	At the end of  this three year period, VICARM  and MIKE shall
enter  into a  new agreement.   In  the event  this is  not possible,
VICARM shall have the right manufacture the two  manipulators itself,
or negotiate for the manufacture  of these products with anyone else.
This  agreement shall  cover the commission,lease  of facilities, and
opportunity  to manufacture  new  VICARM  designs, but  the  interest
VICARM holds  in MIKE shall  remain the same  indefinitely unless the
terms are changed by mutual agreement. 


	As it  is  understood  that  many of  the  drawings  are  not
necessarily the property  of VICARM but of VICARM,  Victor Scheinman,
Stanford University,  M.I.T., and the U.S.   Government, the existing
originals of these drawings shall  remain in the posession of  VICARM
so  that should  questions of  ownership arise  they will  be readily
available to the interested parties.  In any event, during the period
of this agreement, these  drawings shall be freely available  to both
VICARM and MIKE.   Drawings which MIKE may  develop during the course
of production  and  manufacture  of the  manipulators,  will  be  his
property.  Likewise  drawings which VICARM has developed  or develops
separately  from the original  designs done  at M.I.T.   and Stanford
University, are VICARM'S property.   It is  also agreed that all  the
specific  details  which  VICARM  transfers  to  MIKE  will  be  kept
confidential  in  the  sense that  MIKE  will  not  freely distribute
details so as to provoke copying and direct competition. 

	To enable both MIKE and VICARM to prosper, it  is agreed that
VICARM will guarantee to provide MIKE with a minimum of 100 hours per
year of consulting services at  the most favorable rate as  described
above. No charge will be made for unused time. 


	 Statement of Purpose


	This section sets forth what is agreed to be the general goal
and purposes of VICARM and MIKE.

	VICARM, a  California Corporation, has the objective of being
an organization  with  advanced knowledge  regarding the  design  and
implementation of computer  controlled manipulators.  To  this end it
is interested  in working on prototype designs of devices and systems
as the  basis  of  future production  designs,  and  as a  result  of
individual contracts for  custom designs.  To this  end it desires to
provide a broad range of limited depth, advanced design and  prototye
services.   VICARM  provides  consulting  services  in the  field  of
manipulator  design, manipulator system  design, electronic interface
design, manipulator programming, and special manipulator or  computer
controlled device problems.  


	MIKE, a  partnership, has the objective  of manufacturing and
sales of  the VICARM designs for its model Stanford, and model M.I.T.
manipulators. To this end, MIKE will concern  itself with production,
publicity and  sales of these manipulators. VICARM  shall channel all
inquiries regarding its production  version manipulators to MIKE  who
shall follow up with literature, prices, and delivery information, as
required.    MIKE shall  be  free  to engage  in  any  other business
provided  MIKE  meets  its  contracted  delivery  schedules  for  its
production manipulators.