CAM

Cam \Cam\ (k[a^]m), n.
(a) A turning or sliding piece which, by the shape of its periphery or face, or a groove in its surface, imparts variable or intermittent motion to, or receives such motion from, a rod, lever, or block brought into sliding or rolling contact with it.
(b) A curved wedge, movable about an axis, used for forcing or clamping two pieces together.
(c) A projecting part of a wheel or other moving piece so shaped as to give alternate or variable motion to another piece against which it acts.

Summary

CAM means Computers As Mediators. The term and title describes a new business focussed on mobile computing. Lap and palm top computers, pagers, cell phones, all have great utility when functioning as links between individuals and others at some distance. CAM adds value to components that are in the market. Though such devices are succeeding through their use as individual aides with communication and computing advantages, they enable much more. CAM works to add practical value and special features. It does that by systems design and software development activities.

The CAM concept is both a business entity and means for starting technical work. Current CAM assets are based on two technological areas, Cognosis and PGI, and the Campo business development environment.

Cognosis is a suite of web-based computer services. Because it knows you, more capability and highly desirable executive functions can be implemented. Each Cognosis product depends on proprietary speaker-dependent recognition software, protected by a pending U.S. patent,.

PGI is the second technological area. It aids a software developer working to create a multisite computing utility. PGI is an enabling technology. It adds interpretive tools to the internet software protocols so that transmitted signals permit parts of programs called Procedures can execute at different locations. The PGI invention is also protected by a pending U.S. patent. PGI supports rapid software development for networked computers.

Campo is the development process. It is both a field covering concept origination and a staged process leading to product development. The use of the Spanish word is intentional. We see the diversity of Los Angeles, its major universities and their students, as well as the connections this city has world-wide as a resource for CAM. The key elements of Campo are Campus, Developer status, and the Emily List.

Campus refers to hourly employment for demonstration products, generally but not exclusively for programming services. Other functions we will subsume under the Campus heading include market research and system design. We generally prefer to limit such employment to six months (or considerably less). Anyone working under Campus can invest in CAM.

Developer status is achieved when a Campus function is performed to the satisfaction of at least two of the three management individuals (as the concept evolves the set of managment individuals would expand). An evaluation mechanism will allow Developer's to derive CAM ownership (stock, stock options) from their future creative development.

"Early money is like yeast" defines the role of Emily's List participants: cash investments lead to our starting as a business and will be heavily rewarded (see below). Each Developer's new products will be credited with CAM ownership interests. This will be done in a manner like that below for the Cognosis and PGI patents pending and the Cognosis business plan. These evaluations are listed in draft form below under Memorandum of Understanding.

Memorandum of Understanding.

Allen Klinger, Victor Sze and Steve Smyrski (the "three individuals" below) hereby establish a renewable three (six, or twelve) month agreement to function as principals in the CAM effort. They each begin with five percent of CAM and are able to go to a maximum of fifteen percent based on their activity in the 3 1 2001 to 2 28 2002 period: all three are initially Developer status and Emily's List members.

The Cognosis patent and business plan are each CAM owners. They hold respectively one and one-half percent interests.

The PGI patent is a one percent CAM owner. The CAM shares for that patent will be divided equally between Allen Klinger and Byron Darrah.

Fifty-five percent of the CAM ownership will be divided as follows. Ten percent will be assigned to initial equity investors. That percentage will be assigned at the unanimous agreement of the three individuals. (I'm thinking of $ 50,000 - $ 250,000 for this ten percent.) Twenty-five percent will be reserved for Developers (this includes any individuals we all agree to bind to CAM by ownership interests).

Funds invested by Allen Klinger for the PGI patent and business will serve as Emily's List credits to him and will accrue CAM ownership interest. (Allen Klinger is to pay all the PGI patent fees. Byron Darrah will assist with technical aspects.)