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C00002 00002		AGREEMENT BETWEEN VICARM AND MIKE TAPPAN,P.M. WEST, ET AL
C00016 00003		 Statement of Purpose
C00019 ENDMK
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	AGREEMENT BETWEEN VICARM AND MIKE TAPPAN,P.M. WEST, ET AL


	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.   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 November 1, 1974.

	This sum shall be paid in the following manner.   Eight equal
installments shall be paid,  each installment constituting one-eighth
of  the total sum  owed, plus  interest calculated at  18% per annum,
starting with the date of this agreement, on the unpaid balance.  The
first installment shall  be due within 7 calandar  days of signing of
this agreement.  The second installment  shall be due within 30  days
of signing of this agreement. Each other  installment shall be due at
15  day  intervals  thereafter until  paid  completely.  To encourage
prompt payment a penalty of 10%  of the amount due shall be  assessed
for each  day that any one  payment is overdue.   Payments overdue by
more than  10 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.

	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  the sum  total of  $350 per  month plus
utilities  and  insurance.   Should  the  rent  VICARM  now  pays  be
increased above $150 per month  when the current lease expires,  MIKE
shall pay  that increase.  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 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 10% of the sales price for each model M.I.T. arm shipped,  and
20% 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 $900 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 $3800 per
Stanford arm.  This sum  shall be payable to VICARM within 30 days of
shipment of each arm, and shall apply to all arms shipped,  including
those for which purchase orders have already been accepted.

	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  5 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 two 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 two  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.

	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.