William Whelpley, Jr. - Page 6

                                        - 6 -                                          
             purchase a "perpetual license" to use the product.  The                   
             terms of Avant-Garde's payments were set forth in the                     
             letter as follows:                                                        
                  Cash                                                                 
                  a)  $280,000 ($100,000 payable at commencement) in payment           
                  with respect to * * * [phase one of the project], payable            
                  at $40,000 per month commencing at the date thereof.                 
                  b)  $100,000 in payment with respect to * * * [phase two             
                  of the project], payable at $25,000 per month at the                 
                  commencement of this item of work.                                   
                  AVGA Stock                                                           
                  190,000 shares payable as follows:                                   
                  a)  140,000 upon performance of * * * [phase one].                   
                  b)  50,000 upon performance of * * * [phase two].                    

                  On May 1, 1987, Weeden orally agreed to assist CPI                   
             in completing the CPI project by advancing to CPI any                     
             funds required in excess of the advance license payments                  
             it was to receive from Avant-Garde.  This agreement was                   
             memorialized in a letter dated May 12, 1987, from                         
             Mr. Thomas Flaherty, vice president of Weeden and a member                
             of its board of directors, to Mr. Whelpley in his capacity                
             as president of CPI.  This letter states as follows:                      

                  This letter will confirm our oral agreement of May 1st.,             
                  concerning commitments made by Weeden Capital Management,            
                  Inc. (WCMI) to Communications Processors, Inc. (CPI).                
                  CPI has reached an agreement with Avant-Garde Computing,             
                  Inc. (AVGA) for the development of certain "386" based               
                  hardware and software to be used in the next generation              
                  of AVGA's Net/Alert product.  Under this agreement:                  







Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  Next

Last modified: May 25, 2011