Computervision International Corp. - Page 18

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          encompass: (1) An exchange of current product technologies; (2)             
          cooperation on future product development; (3) sharing of field             
          support services and facilities; (4) investment participation in            
          Sun by CV; and (5) the basis for use of mutually owned designs              
          and manufacturing implementations.  The terms regarding the                 
          purchase of workstations themselves were “subject to the terms              
          and conditions of a separate OEM contract to be negotiated                  
          between the parties”.  Consummation of the transactions outlined            
          in the agreement was subject to a number of conditions, including           
          the signing of definitive agreements implementing the basic                 
          understanding set forth in the June 17, 1983, agreement.                    
               The June 17, 1983, agreement contemplated that Sun would               
          grant to CV two stock warrants and a convertible debenture                  
          (debenture).  The first warrant was to be exercisable if, within            
          a 36-month period, CV had transacted $20 million of business with           
          Sun, consisting of purchases of Sun-manufactured products and               
          royalties paid by CV.  The second stock warrant (second warrant)            
          was to be exercisable if CV’s business with Sun (computed on the            
          same basis) reached a level of $30 million within the same 36-              
          month period.6  Sun regarded the warrants as an incentive for CV            

          6                                                                           
               The June 17, 1983, agreement provided in relevant part:                
                    (E) Investment Participation in Sun by CV                         
                    --Warrants (5 Year)                                               
                                                             (continued...)           




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