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DANA  STREET   \CMOUNTAIN  VIEW,  CA.  94041  \F4\←L\-R\/'7;\+R\→.\→S
Telephone: \←S\→.415-965-0557 \F1\CApril 1, 1976

Mr. J.  Engleberger President  Unimation Shelter  Rock Road  Danbury,

Dear Joe:

	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, Ed 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 onder the name of Vicarm, just 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  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.

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 an still seriously interested in completing this PhD program,
and the arrangement I wo completing this 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,  general purpose shop stock  material,
Our current  order backlog is about  $40,000 worth, with  most of the
investment  in component  parts  and  outside  labor 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
and the M.I.T. Arm.

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 $5k.  
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 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 1.3 times COL.(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 

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 May 15).
⊗\.  \←L\→S\←R\-L\/'2;\+L\→L

Yours sincerely,

Victor Scheinman President

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