Wegener Communications
Technology Park
11350 Technology Circle
Deluth, GA 30097


Date: Tue, 19 Dec 2000 00:33:39 -0500



Mr. Rod Welch
rowelch@attglobal.net
The Welch Company
440 Davis Court #1602
San Francisco, CA 94111 2496

Subject:   Purchasing SDS

Rod,

Thank you for taking the time to speak to me yesterday regarding your SDS system. I appreciate you taking the time to deal personally with me as an individual with only the possibility of a larger corporate involvement.

I have been doing some more reading on your welchco website and discovered the document describing a "day in the life" of the SDS system...

http://www.welchco.com/03/00050/01/09/01/15/00101.HTM

It was very helpful in understanding how the program will be used and answered many of my questions. I am beginning to understand how SDS cleverly maintains the linkage of current 'pending' actions to the previous experience they naturally evolved from, and how it can use this to automatically generate a cross-linked diary for the day-end reporting of accomplished activities.

I have read your November 21 letter and see that you express some hesitation about selling SDS individually. I would hope that we could work out some arrangement whereby I could obtain the system for personal use and evaluation, and as an aid to testing the feasibility for more widespread adoption of the methodology within our organization, and would happily agree to whatever compensation you feel is reasonable and appropriate for that type of usage.

Having reviewed the November 21 letter...

http://www.welchco.com/04/00067/61/00/11/2101.HTM#016P

....I would like some additional clarification regarding the royalty provisions. I am assuming that this clause is intended to protect the intellectual property of the SDS system and royalties would be imposed only for sales of a related derivative work or services that use SDS technology or concepts, and not on any unrelated products developed in the regular course of business, where SDS is simply a management tool and not a basis for those products (i.e., if I created my own alternate management-assistant/knowledge base management tool or related work, this would be subject to royalties, but if I simply use SDS to manage my own process in creating satellite receivers, the satellite receivers would not be subject to royalties simply because the SDS system was used as an aid in development). Please correct me if I am mistaken here.

Also, is it correct that the system operates under a Windows environment, or does it require a Unix based platform (this would present some additional challenges on my end)?

Thanks again for your time.

Sincerely,


Matt Placek
mplacek@wegener.com

End Capital Punishment - Repeal the federal income tax!