Computervision International Corp. - Page 19

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          to purchase workstations from Sun.  Sun believed that it was                
          unlikely that the parties would have agreed on the June 17, 1983,           
          agreement, or that the transactions outlined therein would have             
          been consummated, without the warrants.                                     
               Additionally, concerning a $2.5 million loan made to Sun by            
          CV, the June 17, 1983, agreement provided for the issuance of a             
          5-year, 8-percent, $1.5 million debenture convertible into                  
          100,000 shares of Sun common stock, and a $1 million                        
          nonconvertible note.7                                                       


          6(...continued)                                                             
                    (a)  On 100,000 shares of common stock at $12.00/share,           
               exercisable after CV has received $20 million of Sun-                  
               manufactured product plus royalties paid by CV within 36               
               months after 1st production CV delivery for revenue.                   
                    (b)  On 100,000 share[s] of common stock at                       
               $15.00/share exercisable after CV has received $30 million             
               of Sun-manufactured product plus royalties paid by CV within           
               36 months of 1st production CV delivery for revenue.                   

          7                                                                           
               The June 17, 1983, agreement provided in relevant part:                
                    --Debenture                                                       
                    A $1.5 million debenture (5 year 8%) convertible into             
               100,000 shares of common stock, in conjunction with a $1.0             
               million loan at 8%, such loan to be repaid quarterly at the            
               rate of 10% of the previous three months invoices to CV                
               until the loan is repaid in full.  (i.e., after $10 million            
               in invoices)                                                           








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