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To:  Lee Hecht
From: D. lenat and W. Clancey
Subject: Compensation of board members
Date: April 22, 1983


This is not a carefully worded proposal for board action,
but rather a document you may wish to keep on file.  It
concerns the compensation of board members (a) who were
not full-time Teknowledge employees, and (b) who were not
paid representatives of organizations having a significant
equity share in Tkenowledge, and (c) who served on the board
before the compensation scheme (approved at last meeting) took
effect.

It was our expectation that such board service would eventually
be compensated for, by the company, if and when it was in a
financial position to do so.  The exact amount of compensation,
the time at which it will be paid, the schedule over which it
will be paid, etc. have been (and still are) up to the company.

As you requested, this document also serves the function of
affirming that we were not compensated for such service, either
directly in money or stock, or indirectly by having that time
count as vesting time for our stock.

Thank you.



						William Clancey





						Douglas Lenat