I-Tech R&D Limited Partnership - Page 16




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               Cycon contemplates that most manufacturing of the Cycon                
               computer will be done by Cycon, except for a limited                   
               amount of work which will be subcontracted to other                    
               companies.                                                             
               By the end of 1985, Mr. Slavitt and Mr. Yaakov32 determined            
          that the Cycon technology33 should no longer be funded.  Shortly            
          after the Cycon R&D project was terminated, Cycon went into                 
          receivership.                                                               
               Under the agreement with Cycon, I-Tech was the exclusive               
          owner of any technology developed by the research.  I-Tech sold             
          its rights to the Cycon technology to NCT, a company that I-Tech            
          had located with the assistance of WorldTech.  Because NCT uses             
          the technology developed in the Cycon R&D project in NCT’s                  
          product-line development, I-Tech is entitled to receive royalty             
          payments from NCT.                                                          
          4.   Hal Robotics                                                           
               Hal Robotics’ marketing and manufacturing plans were stated            
          in the PPM, in part, as follows:                                            
               It is expected that sales will be made through the                     
               appointment of agents and distributors for the products                
               in the target markets.  Alternative distribution                       
               channels available to such products are original                       

               32Mr. Yaakov had a 15-percent interest in Cycon plus an                
          option to acquire an additional 15 percent.  Also, RSI, which was           
          controlled by Mr. Yaakov, owned 30 percent of Cycon and had an              
          option to acquire an additional 10 percent.                                 
               33Development of a micro computer-based numerically                    
          controlled CAD/CAM (i.e., computer-aided design/computer-aided              
          manufacturing) system to be used in the production of molds and             
          dies on milling machines.                                                   





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