William Whelpley, Jr. - Page 7

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                       CPI and AVGA will jointly develop a statement of                
                       requirements (SOR I) under which CPI will deliver               
                       to AVGA hardware and software that meet the                     
                       specifications of this SOR.  AVGA will advance to               
                       CPI the sum of $280,000 as partial payment for a                
                       license to those products delivered to AVGA under               
                       SOR I; as agreed in CPI's letter of April 29, 1987.             
                       CPI and AVGA have further agreed to jointly develop             
                       a second statement of requirements (SOR II) under               
                       which CPI will deliver to AVGA hardware and software            
                       that meet the specifications of SOR II.  AVGA will              
                       advance to CPI the sum of $100,000 as partial                   
                       payment for a license to those products delivered               
                       to AVGA under SOR II; as agreed in CPI's letter                 
                       of April 29, 1987.                                              
                  In an effort to assure the timely delivery of those                  
                  products to be licensed to AVGA by CPI; (sic) Weeden                 
                  Capital Management, Inc. agrees to advance to CPI any                
                  funds, in excess of those committed by AVGA as advance               
                  license payments, reasonably required to complete CPI's              
                  commitments to AVGA under SOR I and SOR II.                          
                                                Sincerely,                            

                                           /s/ Thomas L. Flaherty                     
                                            Thomas L. Flaherty                         
                                           Vice President                             

                  After CPI's incorporation, its activities consisted of               
             entering into the production agreement with Avant-Garde as                
             set forth in the letter dated April 29, 1987, entering into               
             the agreement with Weeden as set forth in the letter dated                
             May 12, 1987, quoted above, opening a bank account, and                   
             receiving one check from Avant-Garde.  Various documents                  
             were drafted on CPI's behalf, including bylaws, an                        
             indemnity agreement for directors and officers of the                     
             corporation, a common stock purchase agreement, and a                     
             preferred stock purchase agreement, but none of these                     
             documents were ever executed.  CPI paid the funds received                





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