I-Tech R&D Limited Partnership - Page 15




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               others and will subcontract the production of printed                  
               circuit cards to be incorporated in the products.                      
               AiTech30 completed the development of the technology it was            
          developing in the AiTech R&D project.31  Within the required time           
          period, AiTech exercised its option to acquire all right, title,            
          and interest in the AiTech technology beginning 6 months and 1              
          day after the research was reduced to practice.  In December                
          1988, I-Tech exercised its option to exchange its right to                  
          receive royalties for a 20-percent equity interest in AiTech.               
          3.   Cycon                                                                  
               Cycon’s marketing and manufacturing plans were stated in the           
          PPM, in part, as follows:                                                   
               It is contemplated that Cycon will market the proposed                 
               system in Israel and abroad both directly to end users                 
               and through distributors.  Cycon has not developed any                 
               marketing forces.  Although Cycon presently lacks any                  
               service capability, it has verbal agreements and                       
               understandings with machine-tool manufacturers (OEM)                   
               and distributors in Europe, principally in Italy,                      
               Spain, Belgium, the United Kingdom, and Germany, as                    
               well as in the United States, according to which such                  
               companies will undertake to promote, sell, maintain and                
               provide all after-sale services of Cycon products.                     
               Cycon contemplates that Cycon personnel would service                  
               the systems in Israel.  Cycon expects to enter into                    
               service agreements with foreign companies in order to                  
               arrange for servicing of the systems for non-Israel                    
               users.                                                                 


               30RSI, which was controlled by Mr. Yaakov, owned 29 percent            
          of AiTech.                                                                  
               31A “ruggedized” computer system specifically designed to              
          operate under severe environmental conditions.                              






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