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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:
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