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A SELECTIVE MICROFILM EDITION

PART IV (1899-1910)

Thomas E. Jeffrey Lisa Gitelman Gregory Jankunis .David W. Hutchings Leslie Fields

Theresa M. Collins Gregory Field Aldo E. Salerno Karen A. Detig Lorie Stock

Robert Rosenberg Director and Editor

Sponsors

Rutgers, The State University Of New Jersey National Park Service, Edison National Historic Site New Jersey Historical Commission Smithsonian Institution

University Publications of America Bethesda, MD 1999

Edison signature used with permission ofMcGraw-Edisou Company

Thomas A. Edison Papers at

Rutgers, The State University endorsed by

National Historical Publications and Records Commission 18 June 1981

Copyright © 1999 by Rutgers, The State University

All rights reserved. No part of this publication including any portion of the guide and index or of the microfilm may be reproduced, stored in a retrieval system, or transmitted in any form by any means— graphic, electronic, mechanical, or chemical, includingpliotocopying, recordingor taping, or information storage and retrieval systems— without written permission of Rutgers, The State University, New Brunswick, New Jersey.

The original documents hi this edition are from the archives at the Edison National Historic Site at West Orange, New Jersey.

THOMAS A. EDISON PAPERS

Robert A. Rosenberg Director and Editor

Thomas E. Jeffrey Associate Director and Coeditor

Paul B. Israel

Managing Editor, Book Edition Helen Endick

Assistant Director for Administration

Associate Editors Theresa M. Collins Lisa Giteiman Keith A. Nier

Research Associates

Gregoiy Jankunis Lorie Stock

Assistant Editors Louis Carlat Aido E. Salerno

Secretary Grace Kurkowski

Amy Cohen Bethany Jankunis Laura Konrad Vishal Nayak

Student Assistants

Jessica Rosenberg Stacey Saelg Wojtek Szymkowiak Matthew Wosniak

BOARD OF SPONSORS

Rutgers, Tlie State University of New Jersey

Francis L. Lawrence Joseph J. Seneca Richard F. Foley David M. Oshinsky New Jersey Historical Commission Howard L. Green

National Park Service John Maounis Maryanne Gerbauckas Roger Durham George Tselos Smithsonian Institution Bernard Finn Arthur P. Molella

EDITORIAL ADVISORY BOARD

James Brittain, Georgia Institute of Technology R. Frank Colson, University of Southampton Louis Golambos, Johns Hopkins University Susan Hockey, University of Alberta Thomas Parke Hughes, University of Peimsylvania Peter Robinson, Oxford University

Philip Scranton, Georgia Institute of Technology/Hugley Museum and Library Merritt Roe Smith, Massachusetts Institute of Technology

FINANCIAL CONTRIBUTORS

PRIVATE FOUNDATIONS The Alfred P. Sloan Foundation Charles Edison Fund The Hyde and Watson Foundation National Trust for the Humanities Geraldine R. Dodge Foundation

PUBLIC FOUNDATIONS National Science Foundation National Endowment for the Humanities

National Historical Publications and Records Commission

„ PRIVATE CORPORATIONS AND INDIVIDUALS IMO Industries

Mr. and Mrs. Stanley H. Katz Matsushita Electric Industrial Co., Ltd. Midwest Resources, Inc.

AT&T

Atlantic Electric

Association of Edison Illuminating Companies

Battelle Memorial Institute The Boston Edison Foundation Cabot Corporation Foundation, Inc. Carolina Power & Light Company Consolidated Edison Company of New York, Inc.

Consumers Power Company Cooper Industries Corning Incorporated Duke Power Company Entergy Corporation (Middle South Electric System)

Exxon Corporation

Florida Power & Light Company

General Electric Foundation

Gould Inc. Foundation

Gulf States Utilities Company

David and Nina Heitz

Hess Foundation, Inc.

Idaho Power Company

Minnesota Power New Jersey Bell New York State Electric & Gas Corporation

Nortli American Philips Corporation Philadelplua Electric Company Philips Lighting B.V.

Public Service Electric and Gas Company

RCA Corporation

Robert Bosch GmbH

Rochester Gas and Electric Corporation

San Diego Gas and Electric

Savoimoh Electric and Power Company

Schering-Plough Foundation

Texas Utilities Company

Thomas & Betts Corporation

Thomson Grand Public

Transamerica Delaval Inc.

Westinghouse Foundation Wisconsin Public Service Corporation

A Note on the Sources

The pages which have been filmed are the best copies available. Every technical effort possible has been made to ensure legibility.

PUBLICATION AND MICROFILM COPYING RESTRICTIONS

Reel duplication of the whole or of any part of this film is prohibited In lieu of transcripts, however, enlarged photocopies of selected items contained on these reels

may be made in order to facilitate research.

LEGAL SERIES

The Legal Series consists of correspondence, printed litigation records, case files, agreements, and other legal documents. The documents for the period 1899-1910 appear in the following order: (1) Harry F. Miller File; (2) Richard W. Kellow File; (3) Legal Department Records. The Miller and Kellow files consist primarily of agreements and other legal documents, such as assignments, licenses, powers of attorney, deeds, and bonds, along with a small amount of related correspondence. The Legal Department Records consist of correspondence, patent interference files, litigation case files, agreements, and other documents relating to the activities of the Legal Department, a centralized office for the consideration of legal matters involving Edison and his companies.

Harry F. Miller File. Harry F. Miller began his association with the Edison laboratory in 1 888 in the office of John F. Randolph; he succeeded Randolph as Edison's private secretary in 1 908. Miller also served as an official in several Edison companies, including the National Phonograph Co. and Thomas A. Edison, Inc. Although most of the documents in the Miller File date from the nineteenth century, there is also some material from the twentieth century. The documents for 1899-1910 relate primarily to phonographs, ore milling, and batteries, as well as to Edison's personal and corporate finances. Included are agreements and other items pertaining to the Edison Manufacturing Co., Edison Phonograph Works, Edison Portland Cement Co., National Phonograph Co., and other Edison companies. Also included are agreements and other documents concerning the commercial use of Edison's name by Thomas A. Edison, Jr., and others.

Richard W. Kellow File. The majority of items in the Kellow File date from the first three decades of the twentieth century. For much of this period, Kellow served as a secretary of Thomas A. Edison, Personal Interests, which became a division of Thomas A. Edison, Inc., after the organization of that company in February 1911. The documents for 1899-1910 include material pertaining to the corporate identity and the finances of the Edison Portland Cement Co. and Edison-Saunders Compressed Air Co.; items relating to real estate, insurance, and royalty agreements; and documents dealing with the sale and promotion of storage batteries and electric vehicles.

Legal Department Records. Established in 1 904, the Legal Department centralized the business of Edison, his laboratory, and his companies for the consideration of legal matters. It dealt primarily with patent concerns, including applications, interferences, and infringement litigation, but it also handled a variety of other legal matters, such as real estate transactions, copyright and trademark cases, and the execution of agreements, assignments, and licenses. Edison's personal attorney, Frank L. Dyer, served as general counsel of the Legal Department. He continued to manage its affairs even after he became Edison’s chief executive officer in 1908, replacing William E. Gilmore as president of the National Phonograph Co. and several other Edison companies. The records of the Legal Department consist primarily of files that Dyer, his staff, or his predecessors collected and maintained on individual subjects or cases. The documents for 1 899-1 91 0 are arranged by subject into five groups: (1) Battery; (2) Cement; (3) Motion Pictures; (4) Phonograph; and (5) Edison’s Name.

The selected material in the Legal Series includes agreements and other legal instruments pertaining to the activity of Edison and his companies; patent interference files providing descriptions or exhibits of experimental work done by Edison and his associates; litigation case files that demonstrate Edison’s involvement in the progress of litigation or that broadly concern his experimental work and the business and legal strategies of his companies; and related correspondence. Whenever there are multiple copies or variant versions of the same document, the signed original (if available) has been selected. If a signed original cannot be found, the copy that most closely approximates the final document, such as a copy entered into evidence during litigation, has been selected. Drafts of agreements and other legal documents have also been selected if they are in Edison's hand or if there are significant variations between a draft and the final document.

Among the items not selected are patent assignments, letters of transmittal and acknowledgment, announcements of shareholders’ meetings, proxies, powers of attorney, routine memoranda between attorneys, and perfunctory communications with the courts. Also unselected are the numerous suits in which Edison or one of his companies was at least nominally involved, but for which there is no evidence of Edison’s direct participation. Because of the vast quantity of material in the Legal Department records, detailed descriptions of the unselected case files and other unselected records have not

been presented. A comprehensive finding aid is available at the Edison National Historic Site

Documents of a legal orquasi-legai nature also appear in other series on the microfilm. The Document File Series includes numerous agreements between Edison and other parties, along with memoranda by Edison regarding proposed contracts; correspondence between Edison and his attorneys; and material relating to the formation and activities of the Legal Department. Corporate documentation and other material of a legal nature, including correspondence and other items pertaining to the progress of litigation, can also be found in the Company Records Series.

HARRY F. MILLER FILE

The documents in this file cover the years 1870-1929, but most of the items were generated in the nineteenth century. The material for 1899-1910 consists primarily of contracts and agreements, assignments and licenses, powers of attorney, deeds, bonds, and other legal documents. There is also a letterbook covering the years 1908-1916, along with unbound memoranda, correspondence, and financial documents such as bank notes, stock certificates, bills, and receipts. The documents relate primarily to phonographs, ore milling, and batteries, as well as to Edison's personal and corporate finances. Included are agreements and other items pertaining to the Edison Manufacturing Co., Edison Phonograph Works, Edison Portland Cement Co., National Phonograph Co., and other Edison companies. Also included are agreements and other documents concerning the commercial use of Edison's name by Thomas A. Edison, Jr., and others.

Among the documents for 1899 are an agreement with Charles E. Stevens regarding foreign phonograph sales; a contract with William L. Saunders of the Ingersoll-Sargeant Drill Co.; and financial agreements between Edison and investors in the Edison Portland Cement Co. The items for 1900 include statements of Edison's account with the Galisteo Co. for expenses involved in gold ore experiments; an agreement with the American Mutoscope S Biograph Co.; and documents pertaining to bond transactions and stock options involving the Edison Phonograph Works and Edison Portland Cement Co.

Also included are profit and loss statements for the Foreign Department of the National Phonograph Co. (1 901); documents dealing with the resignation of Charles E. Stevens as Foreign Department manager (1902); statements by Cloyd M. Chapman and Robert A. Bachman regarding an accident at the briquetting oven at the West Orange laboratory (1903); an agreement between Thomas A. Edison, Jr., and his future wife, Beatrice Willard (1905); agreements pertaining to the manufacture of the patent medicine, Edison Polyform (1 906-1 907); a memorandum by Edison concerning the payment of a $3,000 loan from William E. Gilmore to Frank L. Dyer (1908); documents relating to the ownership and disposition of the stock of the Edison Phonograph Works and International Graphophone Co. (1909-1910); and a 16-page set of "Instructions for Keeping Various Solutions Under Control For the Production of Nickel Flake” for storage batteries (ca. 1910).

The unbound documents in the Miller File were originally filed in envelopes. These envelopes and theircontents lacked consistent chronological or topical organization. The folders in the archival record group correspond to the original filing system. A detailed finding aid is available at the Edison National Historic Site. The material selected for publication has been rearranged chronologically.

Approximately 70 percent of the documents for the period 1899-1910 have been selected. The unseiected material includes numerous duplicates and variant versions of other documents in the Miller File and elsewhere. Also not selected are agreements and correspondence with users of the Edison Phonoplex System of Telegraphy; routine items pertaining to stock holdings, note transfers, journal entries, and other financial matters; leases and routine property documents; receipts, correspondence, and other items relating to insurance policies; powers of attorney; letters of transmittal and acknowledgment and other non-substantive correspondence; and the envelopes and accompanying summary sheets.

HARRY F. MILLER FILE 1899

This is to certify that the business carried

on by me under the name C.E. Stevens, at the Edison Build¬ ing, on Broad Street, New York City, and all the assets belonging to that business are the property of William E. Gilmore, Trustee, and is carried on by me for his benefit. Dated at New York this day of

— - — , eighteen to

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/ r \s, .

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, eighteen hundred and ninety-nine.

o

THOMAS A. EDISON with

WILLIAM L. SAUNDERS and

THE INGERSOLL-SEROEANT DRILL COMPANY.

AGREEMENT .

Dated March 1899.

I MEMORANDUM OP AGREEMENT

made this 23rd day of March, 1899, between THOMAS A. EDISON of Orange, County of Essex, State of New Jersey, party of the first part, and WILLIAM L. SAUNDERS of North Plainfield, County of Somerset, State of New jersey and THE INGERSOLL-SERGEANT DRILL COMPANY, a cor¬ poration organized and existing under the laws of the State of West Virginia and having its principal place of business in the City of New York, State of New York, parties of the second part;

WHEREAS, the said Edison is the inventor of a new and useful Method of and Apparatus for Re-heating Compressed Air for ’Industrial Purposes upon which an application for Letters Patent of the United States was filed in the United States Patent office February 27, 1899, Serial No. 706,976, and upon which invention an application for a British pat¬ ent has been prepared and is about to be filed; and

WHEREAS, the said Edison is the sole owner of all rights to the said invention and of the patents which may be granted thereon for the United states and Great Britain; and WHEREAS, the parties of the second part obtained Letters Patent of the United States No. 486,411, granted November 15, 1892, upon the invention of the said Saunders relating to a new Method of Increasing the Efficiency of Motor Fluids, which invention is also covered by British Letters Patent No." 20,676 ‘ of the year 1892,' the

parties of the second part being the sole owners of said United States and British patents and of all rights thereun¬ der; and

WHEREAS , the^parties hereto are desirous of exploit¬ ing the said inventions of said Edison and said Saunders in the United States and Great Britain as a single enter-

I IT IS AGREED as follows:

1. A corporation shall forthwith be organized under the laws of the State of New Jersey, with a capital stock of Ten thousand Dollars ($10,000), to be known as The Edlson-Saunders Compressed Air Company, and which cor¬ poration shall purchase and become the owner of the said inventions of the said Edison and said Saunders for the United States and Great Britain, and of the patents already issued upon the invention of said Saunders for said coun¬ tries and of the patents which may be issued upon the ap¬ plications before referred to of the said Edison.

2. It is further agreed that the consideration to be paid for said inventions and patents shall be respectively Seven thousand five hundred Dollars ($7,500) to the said Edison and Two thousand five hundred Dollars ($2,500) to

the parties of the second part; and the parties hereto agree to take the capital stock of said Company, at par, in payment of said amounts .

3. It is further agreed that immediately upon the organization of the said corporation the parties hereto will for thwi th ,and for the consideration before mentioned, as¬ sign to said corporation . the entire right, title and inter¬ est in said inventions and the patents already issued and which may be Issued thereon for the United States and Great Britain.

IN TESTIMONY WHEREOF, the parties have executed these presents (the said The Ingersoll-Sergeant Drill Company by. its officers thereto duly authorized) the day

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In presence of:

In consideration of the premises herein stated it is understood and agreed between the parties hereto that the Ingersoll Sergeant Drill Col. is to have the exclusive'. right to the inventions in the United States and England covered by said patents for mines, tunnels and quarries, upon pay¬ ment of a royalty the amount of which is hereafter to 1 agreed upon by the parties to this instrument, but such li- | cense shall not be transferable.

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the ik - ;

J ~ Northern Centmlllailway Co. Phihula., mini. i'JlaUaJt./t.Co.

West Jersey tout Seas/ioreJtailroad Company.

[ RECEIVED j

JUN.-ia-t8»0

AnstilJli

Mr. T. A. Edison,

Oranga, TT.J.

Dear Sir:-

I have not acknowledged receipt of your faWr 0/

August 15th, 1898, as X have been canvassing our line in the hope that I could introduce enough phonoplex circuits to make it worth our while to take advantage of the arrangement made some time ago between Mr. Logue and myself whi ch was approved by your letter.

To my surprise and regret it has not seemed practicable to so materially increase the number of phonoplex circuits as to make it worth while to take advantage of this arrangement. Indeed it seems that it is to our best interest to dispense with one of the circuits in effect and I will ask you to take this as notice that we expect to discontinue the circuit that we are now working between Philadelphia and Camden on the 1st of July, 1899.

As above, I am very sorry that we cannot make the pro¬ posed arrangement as it seemed to be a equitable method of adjusting the loss which we have suffered in paying you for circuits which we have not psed^, but possibly you can suggest some other method by vrhich we can be compensated for this loss.

Allow me also to express my regret that I was not able to attend the meeting of the Railway Telegraph Superintendents at Wilmington recently and therefore missed the great pleasure of meeting you personally.

I trust that it will not be long before X may have , this pleasure.

Yours very truly,

Supt. Telegraph,

| BY WILLIAM E. GILMORE ]

Pennsylvania P. Oo. ,

A. Hale,. Esq. , Supt. Telegraph, Philadelphia, Pa.

Dear Sir;

Mr. Edison referred to me some little time ago your communi¬ cation of June 17'th acknowledging the receipt of his letter' of August 15th, 1800, regarding a certain understanding reached by you', with our Mr. Logue (and which we assume was accepted), all of, [which wa? outlined in Mr. Edison's comimfaioation above referred to. i iLijgiie, ^ho is thoroughly familiar with the situation, has been WesitV, and I hail hoped to haVe him back here before now, but certain phonoplex -circuits , that i-yy’da necessary for jus to erect for the Western Unibri TelegraphCo.

other Companies in the West has necessitated his '''going through to the Pacific coast, so that at present he is somewhere jin the neighbor¬ hood of Los Angeles. It v/as our understanding that the arrangement as outlined in Mr. Edison's letter of August 15th was entirely satisfactory to you and we had hoped to work out the arrangement to -the mutual!- . satisfaction of both your Company and ourselves. However, I must apologise for not having acknowledged your communication ‘before, but I

Type "Q" Cel I,

Penna* R. R. Co. (2) 7/11/99.

must now ask that the matter now be deferred pending Hr. Loguo ' s return, a» in view of the fact that the arrangement was made with him orlginallfr and subsequently confirmed by contract with Hr. Edison, and as X can not thoroughly familiar with all the details I would like to have a full talk with him on the subject. He is moving so rapidly around the country that I am unable to .reach him except by wire, but the last correspon¬ dence from him indicated that he hoped to return within the next .go days. I would therefore suggest that further consideration of this subject bo deferred unf.il his return East, when I will be very glad to advide you , as to what, if any, other arrangement can bo effected.

Yours very truly,

te/iw

General Manager.

Mr. w. i. onjwtfft,

General Mtaa^e**, Sain^n Kanuf , Cqmp Oranpo , ^.J.

Dear 81r:-

Yours of tiie lUfa instant ha£ lwie» hbldJ>ondlir>G t)f absence from town. Z shall be Vary .glad to ^aUc this matter over with Mr. Lofiwe, 'tot X have ’to advise you that on tho basis of my letter of June 17th, we have already il^otmtinued th* phonoplex circuit between Philadelphia and CAmfon as of July 1st.

As explained In my letter of June £T($tt to Mr. Xdisog it was originally my hops tod expectation that the arrangement outlined in his letter of August 18th, 1888, would ho satis* factory, but under present circumstances t oamjot see how it can

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Ay, JUL-riO. 18!)!)

I ^Anstf . ,, . .

Yours tml/t

supt. Yeiegraphi

be carried out,

THIS AGREEMENT, made this /< r^(- rvv J day

of ^tnKuJrtrt - A.D. 1899, between THOMAS A. EDISON, of the first

part, and CHESTER R. BAIRD, of the second part:

WITNESSETH that the sa’ld parties, in consideration of the sum of one dollar each unto the other in hand well and truly paid at or before the ensealing and delivery hereof, ‘the receilpt where¬ of is hereby acknowledged, do covenant and agree to and with each

1.. The said Thomas A. Edison agrees to sell and deliver to the said Chester R. Baird one hundred $1,000 First Mortgage Gold Bonds of the Edison Pho<Jogra3m?sr ks , a corporation duly or¬

ganized under the laws of the of Mh;; certain mortgage bearing date\AugiqirJ>2nd, said Edison Phonograph Works to\he sStgH pany of Newark, New Jersey, recorded int^i County, New Jersey, October 25, 1897,\inS

Mortgages, Page 487, etc.

i of Nhw jersey, secured by a ft"2nd, A\D. 1897, made by the

ty Srust & Deposit Com- gister^s Office of Essex

The said Chester R. Baitnagrges buy from the said

Thomas A. Edison the said bonds of 1

.Edison Phonograph Works

and to pay the said Thomas A, Edison therefore the sum of $100,000 in cash within thirty days after the ex£$uti6n of this agreement.

3. At any time within t

i year afteif^he faotory of The

Edison Portland Cement Company, a corporatioh^organized under the laws of the state of New jersey, begins to manufacture cement in. .. commercial quantities, the said Thomas A. Edison, will exchange at the option of the said Chester R. Baird, any or all of the said bonds of the Edison Phonograph Works at par for stock of the said Edison Portland Cement Company at $10 per share, the par thereof being $50. per share, that is to say, *ar any bond of the Edison Phonograph Works of the face value of $l,000,he< will give 100 shares of stock of the Edison Portland Cement Company.

4. The said Thomas A, Edison will at the time of the execu-

* ^eP°Slt Gtaf^aJ

i 10,000 shares of>the Edison Portland Cement Company in f'

his name and duly assigned in blank by him > to be heid by said depositary during the period of one year from the time that the

said Edison Portland Cement Company begins to manufacture oement in commercial quantities as aforesaid, in trust to deliver the whole or any part thereof to the said Chester R. Baird upon receiv¬ ing from him bonds of the Edison Phonograph Works, in the ratio' above specified.

At the expiration of said year, • so much of said stock as the said Chester R. Baird shall not have exercised his option to take shall be delivered to the said Thomas A. Edison.

It is hereby agreed that should the said Chester R. Baird desire to sell any or all of the said bonds, he shall offer them to the said Thomas A. Edison at par with accrued interest before mak¬ ing sale of them to, any other parties;

BT Y/ITEES3 TOEREOP the said parties have hereunto set

'JSEAJ.)

THIS AGPEKHEDT, made this ninth (9) day of December, J

A. Ii. 1899, between THOI HAS A. EDIROH, of the first part, and CHESTER R. BAIRD, of the second part:

WITI1E3SETH that the said parties, in consideration of the sum of one dollar each unto the other in hand well and truly paid \

at or before the ensealing and delivery hereof, the receipt where- !

of is hereby acknowledged, do covenant and agree to and with each other as follows: I

1. The said Thomas A. Edison agrees to sell and deliver to j

the Bald Chester R. Baird one hundred $1,000 First Mortgage 5$

Gold Bonds of the Edison Phonograph Works, a corporation duly or¬ ganised under the laws of the State of Maw jersey, secured by a certain mortgage bearing date August 2nd, A. II. 1897, made by the said Edison Phonograph Works to the Fidelity Trust and Deposit Com- j

pany of Howurk, Hew jersey, recorded an negioi.nr’o Office of Essex ■-

County, Hew Jersey, October 25, 1897, in book Ho. 83 of Chattel j

Mortgages, Page 487, etc., and in book 0 13 of Mortgages, page |

125, etc. .

2. The said Chester R. Baird agrees to buy from the said Thomas A. Edison the said bonds of the. said Edison Phonograph Works, and to pay the said Thomas A. Edison therefore the sum of $50,000

in cash, the receipt of which is hereby acknowledged, and the fur¬ ther sum of $50,000, within thirty days from the date hereof.

3. At any time prior to one year after the factory of The Edison Portland Oeraent Company, a corporation organised under the laws of the State of Hew Jersey, begins to manufacture Cement in commercial quantities, the said Thomas A. Edison will exchange at the option of the said Chester R. Baird, any or all of the said bonds of the Edison Phonograph Works at par for stock of the said The Edison Portland Cement company at $10 per share, the par thereof being $50. per share, that is to say, for any bond of the Edison Phon^rgyaph works of the face val^ of $1,000, he will give 100 shares of the stock of the Edison Portland Oeramt Company. ^

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Vij* J9ao‘ pq#&oe» iliOHVa.-V* EDIUOSi* »i «/o u*.of wiiq (

a, ma vcsumasia.?. *wfe fyjfu uiw+’k (a) qsrx o* ijecoujjej

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4. The said Thomas A. Edison will at the time of the execu¬ tion of this agreement deposit with the West End Trust and Safe Deposit Company of Philadelphia, Pennsylvania, 10,000 shares of the Edison Portland Cement company in his name and duly assigned in blanlc hy him to he held by said depositary during the period of one year from the time that the said Edison Portland Cement Company begins t o manufacturs cement in commercial quantities as aforesaid, in trust to deliver the whale or any part thereof to the said Chester R. IJaircl upon receiving from him bonds of the Edison phono¬ graph Works, in the ratio above specified.

At the expiration of said year, so much of said stock as the said Chester R. Baird shall not have exercised his option to take shall be delivered to the said Thomas A. Edison.

It is hereby agreed that should the said Chester R. Baird desire to sell any or all of the said bonds, he -shall offer them to the said Thomas A. Edison at par with accrued interest before malt¬ ing sale of them to any other parties.

Ill WITHESS WHEREOF the said parties have hereunto set their hands and seals.

SEALED AHD DELIVERED f in the presence of )

HARRY F. MILLER FILE

1900

THIS AGREEMENT made this ninth (9) day of January, A.D. 1900 between Thomas A. Edison of the first parV^ and - Chester R. Baird of the seoond part :

/WITNESSETH: - That the said parties in considera¬

tion of the sum of one dollar each unto the other in hand well and truly paid at or before the ensealing and delivery hereof, the receipt whereof is hereby acknowledged, do covenant and agree to and with each other as follows:--

EIRST: — That the second clause of the agreement 1 dated the ninth (9) day of December, A. D. 1899 between jj tlie parties hereto is hereby cancelled and made void.

SECOND:-— That the following is to be substituted jj for toe second clause as aforesaid and is hereby made a part of the agreement dated the ninth (9) day of December,

| A* D. 1899 - "The said Chester R. Baird agrees to buy

from the said Thomas A. Edison the said bonds of the said Phonograph Works, and to pay the said Thomas A. Edison— j therefore the sum of fifty thousand dollars -(-$5 0,000) in

j cash— the receipt of which is hereby acknowledged,— and

j the further sum of fifty thousand dollars— ($50,000) — to be paid in equal monthly payments of ten thousand dollars- j ($10,000)-- each, said payments to bear interest at the

| rate of six per cent (6^) per annum and to be represented .

j by notes of the 3aid Chester R. Baird, drawn to the order

jj °f said Thomas A. Edison, dated January ninth, (9), 1900,- jj and due respectively in one, two, three, four and five jj months. On payment of any note the said Thomas A. Edison ij agrees to deliver to the said Chester R. Baird bonds as aforesaid to the par value equal to the amount of the note

(2)

THIRD: - There is no change in any of the other

terms ^and conditions of the agreement dated the ninth (9) day of December A. D. 1899., except in clause two as afore¬ said, and all the other terms and conditions remain in force and are binding upon the parties hereto.

IH WITNESS WHERE OE : The said parties have hereun¬ to set their hands and seals

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Mm-, Jy. •&,,/*,, 6* Y,,/rJ'ff,r,,.J,J.

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>/’/>. January 20, 1900.

fZM'.'AMnr

J&7t/Vrf;. A tV‘ )/•//%

X/.. VtK.M/0/tVK

W. S. Mallory, Esq.,

O/o Edison laboratory,

Orange, M.J.

Dear Mr. Mallory ,-

I enclose two copies of the new agreement between Mr. Edison and the One Milling Company, and I also return the draft agreement and the Galisteo agreement. If you have the original Qalisteo agreement, you should add the signatures to Schedule A so as to make it complete. I also enclose a draft for a proxy, which you can have printed and sent out with the

(R.JT.D.)

(Enclosures)

[ATTACHMENT]

MEMORANDUM O? AGREEMENT made this ':,v . day

of January, 1900, between THE EDISON ORE MILLING COMPANY, LIMITED, a corporation of the state of How York, hereinaf¬ ter called “the Company", party of the first part, and THOMAS A. EDISON, of Orange, New Jersey, party of the sec¬ ond part .

WHEREAS the parties hereto entered into certain agreements dated January 12th, 1880, and October 14th, 1887; and whereas by said agreement of October 14th, 1887, it was agreed that the said Edison should advance a sum not exceed¬ ing twenty-five thousand dollars ($25,000) for expenses in¬ curred in the interest of the Company in devising a practi¬ cal system for the extraction of the precious metals from ores, tailings, gravel and other deposits, and in procuring patents on the seme; and whereas by said agreement of Octo¬ ber 14-th, 1887, it was further provided that in case the ex¬ periments of the said Edison did not result successfully, he, the said Edison, should make no claim on the Company to reimburse the amount so advanced by him, but if said ex¬ periments were successful, all moneys advanced by said Edi- ! son for said purpose should be repaid to him by the Company;

AND WHEREAS the said Edison did advance, or caused to be advanced, the said sum of twenty-five thousand dollars ($25,000) on account of said expenses without bringing said experiments to a successful termination and without succeed¬ ing in devising a practical system for the extraction of the

[ATTACHMENT]

precious metals from ores, tailings, gravel or other de¬ posit s; hut the said Edison continued to advance, and to [ induce others than the Company to advance, money for carry¬ ing on said experiments and procuring said patents until large sums over and beyond said sum of twenty-five thousand dollars ($25,000) have been advanced and oxpended for that purpose, and the said Edison believes that he is about to attain success in said experiments in the direction of the extract ion of the gold from dry placer gold bearing deposits; and whereas the interest of the Company in the successful results of the said experiments and in the patents based thereon is in doubt, and it is the desire of the parties to make that interest certain;

NOW THEREFORE , in consideration of the foregoing premises and of the sura of one dollar by each party to the other paid, it is agreed as follows;

1. The said agreements of January 12th, 1880, and October 14th, 1887, are hereby cancelled, and all rights or interests of the Company in or to the inventions and patents of the said Edison, except as hereinaftor provided, hereby revert to the said Edison. The Company will execute an as¬ signment to the said Edison of all patents and applications for patents of which the Company may now hold the legal'1--' - title.

2. The parties hereto hereby mutually release each other from all obligations under said contracts, and from any and all claims for damages for any and all breaches

■? ■' 2.

[ATTACHMENT]

thereof; and further, the said Edison hereby releases the Company from all claims or demands for any work done by him for the Company, and for moneys advanced by him to it or for it on its request.

3. It is understood and agreed that the Company does not by this agreement assign to said Edison its inter¬ est in a certain license agreement made between the Company and New Jersey and Pennsylvania Concentrating Works dated November 18th, 1889, and modified by subsequent agreements dated December 31st, 1890, and March 19th, 1894, covering the use of the inventions of said Edison for the purpose of separating iron ore in the states of Hew Jersey and Pennsyl¬ vania, nor its interest in a certain license agreement made between the Company and said Edison dated May 31st, .1890, covering the use of the inventions of the said Edison for the purpose of separating iron ore in the Counties of Sulli¬ van, Orange, Rockland, Putnam, Ulster and Westchester in the State of New York* the said Edison hereby ratifies said two license agreements, and confirms the authority of the Com¬ pany to make the said two agreements and no others.

The Company, however, hereby covenants and agrees that should it be requested so to do by either or both of the licensees under said license agreements, ;it will consent to the following modification of either or both of said li¬ cense agreements, to wit: that the royalty payable by said licensees shall be ten conts per ton of 2240 pounds railroad weight on all concentrates shipped when the not selling price f.o.b. the mill from which it is shipped is six cents 3.

[ATTACHMENT]

or less per unit of metallic ironj eleven cents per ton aforesaid when the net selling price aforesaid is more than six cents and not more than seven cents per unit of metallic iron] twelve cents por ton aforesaid when the net selling price aforesaid is more than seven cents and not more than eight cents per unit of metallic iron; and fifteen cents per ton aforesaid when the net selling price aforesaid is more than eight cents per unit of metallic iron} and that the royalty shall only be chargeable on concentrates actual¬ ly shipped, and that said licensees shall not bo obligated to guarantee or pay any definite minimum amount of royalty.

4. The said Edison having recently perfected a process and apparatus for working the dry placer gold de¬ posit known as the Ortiz Mine Grant located in Santa Fe County, Hew Mexico, and having entered into a contract re¬ lating thereto with the Oalisteo Company, a corporation of the state of Maine (a copy of which contract is hereto an¬ nexed, marked "Schedule A*), the said Edison covenants, for himself and legal representatives, to pay to the Company one-half of the net amounts received by him or his legal representatives (over and above all expenses) from the de¬ signing, erecting and operating of the mill or mills for working said placer deposit under said a ont r actor.und or any extension, enlargement or modification thereof.

5. The said Edison further covenants, for himself and his legal representatives, to pay to the Company one- half of the net proceeds (over and above all expenses) re-

4.

[ATTACHMENT]

ceived by him or his legal representatives during eight years from the date hereof, for the designing, erecting and operating of any other, mill or mills for working any dry placer deposit in bho United States or Canada which may he operated in substantially the same manner as the mill now- in experimental operation on the gravel of the Ortiz Mine Grant; and if during said period of eight years any such mill or mills shall be erected by him or his legal repre¬ sentatives under a contract by which he or his legal repre¬ sentatives have an interest in the profits arising from the operation of the same, then and in that case one-half of the net amount (over and above all expenses) received from such operation by said Edison or his legal representatives after the expiration of said period of eight years shall be paid to the Company.

6. It is understood that the Company shall not be liable for any expense or losses incurred by the said Edi¬ son or his legal representatives in designing, erecting or operating the mill or mills referred to in the last two pre¬ ceding sections of this agreement, except it shall boar its share of expenses and losses in the division of the amounts referred to in said two. preceding sections.

It being the intention of the said Edison in ^the operation of the mills referred to in the two prooeding sec¬ tions to give a bonus or commission to secure the efficient management of said mills, it is understood that such bonus or commission may be deducted by said Edison or his legal

5.

[ATTACHMENT!

representatives as an expense before dividing said not | amounts with the Company hore under, it being understood j that only the net amounts actually finally received by said Edison or his legal representatives shall be divided here¬ under.

IN WITNESS WHEREOF the parties hereto (THE EDISON ORE MILLING COMPANY, LIMITED by its officers thereto duly authorized) have hereunto set their hands and seals the day and yoar first above written.

[ATTACHMENT]

to me known, who being by me duly sworn aooording to law on hio oath doth depose and say that he is the secretary of THE EDISON ORE WILING COMPANY, LIMITED, one of the parties to the foregoing agreements that the seal affixed to said in¬ denture is the corporate seal of said corporation; that it was so affixed by order of the stockholders of said cor¬ poration; that WALTER S. MALLORY is the vice-president of said corporation; tliat he saw the said Walter 8. Mallory as such officer sign the said indenture, and heard him de¬ clare that he signed, sealed and delivered the same as the voluntary act and deed of the said corporation by its order, and tliat this deponent signed his name thereto at the same time as a subscribing witness.

Subscribed and sworn to before xn< this 2> 3 \ day of February in the year one thousand nine hundred;.:

■yL tfc t-

r one i;nousgna nine Hundred;.: f\

/

Etate of Now Jersey, )

. : ss .

ounty of Essex, }

HE IT REJEMBERED that on the s ^ — |lay, of February in the year one thousand nine hundred, be- ’ore me, ALEXANDER ELLIOTT Jr., a Master in Chancery for the itate of New Jersey, personally appeared JOHN F. RANDOLPH, o me known, who, being by me duly sworn according to law,

[ATTACHMENT]

M* an . 25rd 1900.

Thomas A. Edison Esq.

Orange, N. J.

Dear Sir:-

I understand that in the contract between us dated December 9th 1899 the terms of payment as mentioned in clause #2 have been changed so that the agreement is now as follows:-

"The said Chester R. Baird agrees to buy from the said Thomas A. Edison the said bonds of the said Edison Phonograph Works, and to pay the said Thomas A.

Edison therefor the sum fcf $50,000 in cash, the receipt of which is hereby acknowledged, and the further sum of $50,000 to be paid in equal monthly payments of $10,000 each. Said payments to bear interest at the rate of 6 ^ per annum and to be represented by notes of said Chester R. Baird, drawn to the order of the said Thomas A. Edison dated January 9th 1900, and due respectively in one, two, three, four and five months. On payment of any note the said Thomas A. Edison agrees to deliver to the said Chester R. Baird bonds to the par value equal to the amount of the note paid."

I understand that there is no change in any of the other terms and conditions of the agreement between us except in the clause above mentioned, and that with the above modification the agreement remains in force and binding to both parties. Kindly advise whether this is your fcndqfstanding and oblige,

Yours truly,

c/?a

Sfyec/'xwu//

M. y.Jan. 23rd 1900.

Ihomas A. Edison Esq.

Orange, N. J.

Dear Sir;-

Referring to agreement between us dated December 9th and supplementary letter regarding same of this date, I herewith beg to hand you five notes dated January 9th 1900 for #10,000 each, due respectively in one, two, three, four and five months inaccordance with the terms specified in the letter mentioned. Kindly acknowledge receipt of same and oblige,

Yours truly,

To Thomas A. Edison, Dr.

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To Thomas A. Edison, Dr.

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AGREEMENT made this eleventh day of April, Nineteen Hundred, between :

THOMAS A. EDIDSON, trading under the- firm name and style of the EDISON MANDPACTGRING COMPANY, of Orange, New Jersey, hereinafter called "The Vendor", first party and

THE AMERICAN MtJTOSCOPE AND BIOGRAPH COMPANY, herein¬ after oalled "The Purchaser" second party :

WITNESSETH :

In consideration of the payment hy the pur¬ chaser to the vendor of the sum of Twenty Pive Hundred Dollars ($2500) at and upon the execution and, delivery of this contract, it is hereby mutually covenanted as follows :

PIRST : The vendor hereby agrees to sell, assign

j and set over to the purchaser at 'any time upon written de¬ li

|| mand, within ninety days from the date hereof,

concern, the "business for the United States and Canada

carried on "by the vendor known as his kinetoscope and jjx u'Jtnrfr- 'Ihoonxjs picCiYe

-ji ttg business, together with the "busineeo £a r 4ifrie manufacturing, !

A _ _ _ _ _ _ _ ,

developing, printing and selling 8$ films, as the same is and has been conducted by him, together with all patents for the United States and Canada on kinetoscopes and kine tographs, together with all patentd for the United States and Canada for !

the manufacturing, developing .and printing of films and all

Sock J

applications for^patents upon kinetoscopes, kinetographs and ’

projecting apparatus suitable for use in the moving picture i

business which the same vendor may personally have now j

and OTtoJja.

pending in the Patent Office at Washington, together with !

• A i

j . j

an assignment of any and all of said patents or applications !

therefor, which may be held in trust for him, or to which he

| of Hi* United StdSs and Canada

may be equitably entitled, together with all copyrights on

A

films and also the trade names, Edison Kinetoscope and j; Edison Kinetograph, and the good will of the said business 5

#3

together with the stock on hand of the vendor, consisting of kinetoscopes and kinetographs , printing machinery, finished and in process of manufacture, also films, film stock and negatives.

All of said property the vendor hereby covenants shall "be free and clear of all liens, charges and encumbrances whatsoever, save a certain contract with the: Klondike Expos¬ ition Co., by Thomas Crahan, Manager, dated January 16th,

190°, wTr’-rbi nni1ifi-nnwt.i-««t rim'll bo mrawMtxj ]--■ tin jmiml .luli , a copy of which is hereto annexed, and a contract made with

the American Parlor Kinetoscope Co., of Washington, D. C.,

a copy of which' is also hereto annexed. of

-0Uo.il OMiwmm l (nj~F6e pw^o Ucijer ewbTSi lf<yndoV -Ocvuiol Uan/w>ti*w i^rvn j

cuiu ddXune IlcUiUkf lUuMtvncle*. '

u The consideration for said sale shall be the sum of ; I Three Hundred Thousand. Dollars (§300,000) in cash, the j

| Twenty-five hundred dollars (§2,500) paid hereon being cred¬ ited, upon the^son. amount, and also a sum not to exceed !

i

#4

the sum of Thirty Thousand Dollars (130,000) in cash, the same to he computed from the hook cost to vendor of the stock and property, other than patents, applications and copyrights herein referred to, except that in computing the said Sian the negatives shall he taken at the price of Twenty-five Dollars ($25) for each negative. Should the total of said hook j

valuations and the negatives at said price, he less than the i sum of Thirty Thousand Dollars ($30,000) in cash, then such less sum shall he paid to the vendor hy the purchaser, within 1 ninety days from the exercise of this option.

In addition thereto, the purchaser shall pay the i sum of tfive Thousand dollars ($5,000) per annum for the term of twelve years from the date of the said sale, and the pur- '

• j chaser shall covenant with the vendor that no dividend of any ;j 3clnd shall he paid upon the capital stock of the purchaser i

! 'tit j

or^ Assignee before the prior payment of the said yearly payment;

if )

of Five Thousand Dollars ($5,000), shall have been made to the vendor during any year of said term.

The purchaser shall execute to the vendor a proper instrument pledging all patents and patent rights for the United States and Canada TgflangSBg l.u I l. cgEgggg

to "be assigned to it by the vendor under this contraot as ; security for the payment provided for in this clause. j

If the: patent* Msg numbenM ^ —

an.4 y\o<M m AitvgcuUerw. |

i fthdi ifiPDlU iMimlwra shall be sustained j

; by the Courts of the United States by a final decree after a j trial upon the merits thereof, then, and in that event, or if I . in three yearsfrom the date hereof no decision shall be I rendered in a suit in said Courts involving the validity of said !

I ; I ' ,1 ■■ ? : f - " j

j patent^, the purchaser shall pay to the vendor an additional j

I _ 5 . . . % V V ' J

| sum of Twnnty thousand dollars ($20,000) in cash : and if, i

:i ' ‘ ! l

#6

at the expiration of five years from the date of this contract : the said patent shall not have "been successfully' attacked and ~!Tjudgment or decree rendered hy a United States Court against the said patent, then and in that event, at the expiration of said five (5) years, the purchaser shall pay to i; the vendor an additional sum of Twenty thousand Dollars ($20,000) in caBh.

In case of the purchase of the property covered hy

; this contract, then contemporaneously therewith, the vendor

shall execute a contract with the purchaser hy which the

pVr

i vendor shall obligate himself during a term of ar s

■j from the date hereof, not to engage or he or become interested : directly or indirectly, individually, as partner, stockholder, !.

; director,, officer, agent, employee, or otherwise, in the | business (other than that of the purchaser or the assignee of the purchaser hereunder), of buying, manufacturing or selling ' j

. . . . . . = - -Lj _ _ _ L _ J

kinetosoopes, kinetographs , films, or projecting machinery, used or capable of being used in the moving picture business, or in the business of kinetoscopy, except in the State of Nevada and Wyoming. This covenant shall, however, terminate and be severally and separately void upon the failure of the :

purchaser for sixty days after the same shall become due to ' j pay the Nive Thousand Dollars ($5,000) hereinabove provided I. for, at the expiration of any year for twelve years as

j

hereinbefore provided, !

if cluUi tltcltiX tTae sYock^ol eVt-vs , The vendor will^act as a director of the purchaser, ,

or any corporation of good business standing which may take

kHiS over the property herein contracted for, and especially

covenants to give his testimony in sustaining the patents

|

herein agreed to be assigned and to assist as far as possible I in obtaining the testimony of his employees to that end,

i

and to exercise all due and reasonable diligence to cooperate , j

with the purchaser to sustain the said patents j and that he will" do nothing to 'prevent the same from being sustained,

. -or act in any way hostile to the said patents. And that

the vendor will not directly or indirectly, attack or assist in the attack of and upon any patents, which the purchaser' now owns or controls, or which may he hereafter owned and controlled by them relating to the art of moving pictures.

The vendor will also turn over all papers relating to the said business and the said suit upon the said patents now in litigation, and will permit his attorney Mr. Richard N. Dyer, to aid in sustaining the Baid patents.

The vendor further covenants that he will forth¬ with instruct his attorney to enter an order adjourning the litigation now pending' between the vendor and the pur¬ chaser affecting said patents hereinabove referred to and until the Rail Term of the United States Circuit Court, and that the said adjournment shall be made.

. -tko=l7

The vendor hereby covenants .except aB herein set

A

forth, he haB not sold, licensed, leased or parted with,

any kinetographic camera, or any right of ,axi in and to the patents herein contracted to he assigned, which would deprive the purchaser of the exclusive right to manufacture , use or sell kinetographic cameras, or the picture hearing produced therewith, and that he has a full right to assign and convey the rights herein purported to he assigned and conveyed.

This contract shall he and he considered to he an

option to purchase.

If this, option is not exercised within the ninety days aforesaid, the said Twenty-five hundred dollars ($2500) shall he forfeited to the vendor.

This contract shall hind the parties hereto, their

nominees, personal representatives, successors and assigns

respectively, as fully as though they had executed these

presents.

IN WITNESS WHEKEOP the vendor has hereunto set his

hand and seal, and the second party has caused these presents

to he sealed and executed hy its officer thereunto duly

authorized, the day and year first above written.

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OP :

AS TO :

AS TO S

I

V

AGREEMENT marto this twelfth day of April, nineteen Hundred, between:

THOMAS A. EDISON, trading under the firm mane and style of the Edison Manufacturing Company, of Orange, Hew Jersey, hereinafter called the "Vendor", first party and

THE AMERICAN MUTOSCOPE AND BIOQRAPH COMPANY, herein¬ after called the "Purchaser", second party:

WITNESSETH: ' "V

III COHsinS^ATION’ of the 'payment by the purchaser to the vendor of the sum of Twenty-five ;.undred ($2500. } dollars at and upon the execution and delivery of this contract, it is hereby mutually covenanted as follows:

PIRST: The vendor hereby agrees to bell* assign rind set over to the purchaser at any time upon written demand, within ninety days from the date hereof as a going concern, the business for the United RtateB and Canada / carried on by the vendor known as his kinetoscope and moving" picture business, together with the business of manufacturing, developing, printing and selling films, as the same is and has been conducted by him, together with all patents for the; United State and Canada on Kinetoscopes and Kinetographs, together with all the patents for the United; States and 1 Canada for the manufacturing, developing and printing; of films, and all applications for bitch patents ’upon . Kinotosoopes, Kinetographs, and projecting apparatus, ; editable for use in the moving picture business which; the' same vendor may personally have now pending lnT£he Patent Office at Washington and Ottawa, together with on assignment of any and all said patents or applicationstherefor,whlch may be held, in trust for -hlm, or to which he may be equitably entitledj together with all the copyrights;, of the United Sfctttafl and Canada on films and, also, the trade names

I

s .j

-2-

IldiBon Kinetoscopes and Edison Kinetograph, and the good will of the said business, together with tho stock on hand of the vendor, consisting of Kinetoscope.s and Kinetographs, printing machinery, finished and ija process of manufacture, also films, film stock, and negatives.

All of said property the vendor hereby covenants shall be free and clear of all liens, charges and encumbrances whatsoever, save a certain contract with the Klondike' Exposition Company, by Thomas Orahan, Manager, dated January 16th, 1900, a copy of which is hereto annexed, and a contract made with the American Parlor JCinetoscope Oo., of Washington,

)). 0., a copy of which is hereto annexed. The obligations of these contracts shall be assumed by the purchaser and the vendor saved harmless from any future liability thereunder.

The consideration for said sale shall be the siw^ij^j Three Hundred thousand ($300,000.00) Dollars in- cash; tKe^v?f :: Twenty-five Hundred (§2508®) dollars being credited upon the said amount, and aloo a sum not to exceed tho sum of Thirty Thousand ($30,000.00) dollars in cash, the same to bo computed from the book cost to the vendor of the stock and property, other than patents, applications and copyrights herein referred to, except that in computing the said sura, the negative shall be taken at the price of Twenty-five (§25. dollars for each negative. Should the total of Baid book valuation and the negatives at said price, be lesB than the sum of Thirty Thousand ($30,000.00) dollars in cash, then suoh lest; sum shall be paid to the vendor by the purchaser, within ninety days from the exercise of this option.

In addition thereto, the purchaser shall pay the sum of Plve Thousand (§5,000.00) dollars per annum, for the term of twelve years from- the date of said sale, and the . purchaser shall covenant with the vendor that no dividend of any kind shall be paid upon the capital stook of th gj°vro\i<

or Its assignee before the prior payment of the sati d yearly payment, of Five Thousand •{$5,000.00) dollars, shall have been nude to the vendor during' any ye fir of said term.

The purchaser shall execute to the vendor a proper instrument pledging all patents and patent rights for- the United States and Canada to be assigned .to It by; the. vendor under this contract as security for the payment provided for in this clause.

If the patent- number 589,168 and now in litigation, shall be curtained by the Courts of the United States by a final decree after a trial upon the merits thereof, then, and in that event, or if in three years from the date hereof no decision shall be rendered in a suit in said courts involving the validity of said patent, the purchaser shall pay to the vendor fin additional sum of Twenty thousand (§20,000*00) dollars in cash; and if, at the expiration' of five years from the date of this contract the said patent shall not havo been successfully attacked and a Judgment or decree rendered by a United States Court against the said patent, then and in that event, at the expiration of said five (5) years the purchaser shall pay to the vendor an additional sum of Twenty Thousand (§20,000.00) dollars in cash.. ■ '

In the ease of the purchases of the property covered by this contract, then contemporaneously therewith, the vendor shall execute a contract with the purchaser by -which the vendor shall obligate himself during a term of. fifteen years from the date hereof not . to . engage or be or become interested directly or indirectly, individually as partner, stockholder, director, officer, agent, employee, or otherwise, in the business (other than that of the purchase on the assignee of the purchaser hereunder).

-v

of buying, manufacturing: nr (selling kinetosoopes, kinetographs, films or projecting machinery, used or capable of being used, in the moving picture business, or in the business of kinotoscopy, .except in the States of Nevada and Wyoming. This covenant, shall, however, terminate arid be severally and separately void upon the failure of the! purchaser for sixty days after the same shall become due to pay the Five Thousand ($5,000.00) Dollars hereinabove provided for, at the expiration of any year for twelve years as hereinbefore provided.

. The vendor will,' if duly elected by the stockholders, act as'-a director of the purchaser, or any corporation of good business standing whioh may take over the property herein contracted for, and especially covenants to give hia testimony in sustaining the patents herein agreed to be assigned and to assist $8; far as possible in obtaining the testimony of his employees to that end, and to exercise all due and reasonable diligence to oo-operate with the purchaser to sustain said patents; and that he will do nothing to prevent the same fx*om being sustained, or act in any way hostile to the said patents. And that the vendor will not directly or indirectly, attaok or assist in the attack of and upon any patent, which the purchaser now owns or controls, or which may be hereafter owned and controlled by them, relating to tho art of moving pictures.

The vendor will also turn over all papers Relating to the said business and the said suit upon the said patents nor/ in litigation, and will permit his attorney,

Mr. Richard N. Dyer, to aid in sustaining the said patents.

The vendor further covenants that he will forthwith instruct his attorney to enter an orderi adjourning the litigation now pending between the vendor and the purchaser

i

y | • c, &>

affecting s&id patents hereinabove referred^to and until the Pall Tern of the United fit at.ee Circuit Court, and that said adjournment shall be made;;

The vendor hereby covenants that except fcs herein r.et forth,; he has not solft, licensed, KHleaaed or parted wit), any klnetographioearaeraj ^pr any right of, in and 'toHthe patents heroin contracted to bo assigned, which would deprivf the purchaser of the exclusive right to manufacture, use or sell kinetographic cameras, or the picture bearing strips produced therewith, and that he has a full right to assign and convey the rights herjeln purport 'd to he assigned and

convoyed. ' '

This contract shall be and be considered ‘to be an

option to purchase. ,

If this option is not exercised within the; ninety days, aforesaid, the said Twenty- five hundred ($2800. );. dollars shall bo forfeited to the vendor.

This contract shall bind the parties hereto, their' nominees, personal represnntatives, successors and assigns, respectively, ns fully as though they had executed those presents. 'fh4’

IN WITHERS WHKHEOF the vendor has hereunto set his- hand and seal, and the second party has oaused these presents to be sealed .and executed by its officer thereunto duly authorized, the day and year first above written.

[ATTACHMENT]

r t

COPY

T1II8 AORJMIENT, entered into this fifth day of Kay,

1398, by and between -THOMAS A. ED I BOH of Orange, Essez Count: , State of Hew Jersey, party of the first part, and the American Parlor Kinetoscone Company, of the City of Washington, /

District of Columbia, party of the second part, [

WITNESSETH :

WHEREAS, the party of the first part is the owner of certain betters Patent, numbered 493,426 and 589,168, for motion pictures called Kinetosoopes, and has a factory for the production of filmB for use in connection with said Kinetosoopes; and

WHEREAS, the said party of the second part is the owner of a patonted device called the "Parlor Kinetoscope" for exhibiting motion pictures, an exhibit of which is horet > attached; and

WHEREAS, the party of the second part is desirous of obtaining the right from the party of the first part, under his patents, to manufacture and sell opaque Edison films of a character li3ce the exhibit marked "paper film", and is willing to pay a royalty to said party of the first part on each and every fifty feet of film made and sold by it, -

THEREFORE BE IT AGREED I

That the said party of tho second part will, ' on and ' after June 1st, 1308, pay to tho said party of the first pari twenty-five (26/^) cents per dozen for film sold at whole sal j for Two (§2.) dollars per dozen but the royalty shall increase in proportion as the wholesale price is inoreaeed beyond Two (§2.) dollars per dozen, and that a sworn monthly state¬ ment will be made within ten days after the expiration of each month Bhowing the gross sales, and that it will within j ten days thereafter pay the royalties due to said party of the first part.

The party of the first port further agrees that he

[ATTACHMENT!

will furnish negative films made from positive films to the party of the second part at the price of Eight (§8.) dollars for each fifty foot strip,

She party of the. first part further agrees to furnis 1 to the party of the second part any films of standard size that he is free to sell, at the same price, and as quickly as they are furnished to the moot favored customer. It being understood, however, that tho party of the second part will only use such films for printing their opaque films therefrom.

l’his contract shall expire within one year from this date, and is not transferable.

Shis contract is not a construction of the Edison

patents.

; (s) JmoMAs a. rail son

AMERICAN PARLOR KINEl’OSCOPE CO..

By (s) 0. M. CAMPBELL, Srea s

September 17th* 1900*

Thomas A. Edison,, Esq. ,

Dear sir*

Orange, N* J*

5

Mr* Mallory has no doubt reported to you our ooiversa- tion by telephone to-day in reference to the Baird transaction for Phonograph bonds and option for stock of the Edison Portland Oeraent Company* Of the $100,000 whiah you were to reoeite as pur¬ chase money for the bonds, you haYe actually received $88,000, leaving $12,000 in notes which you still hold* These payments have been made partly by our assistance, and we now hold $18,000 of the Phonograph bonds as collateral for advances which we hare made Mr. Baird. We. also 035)00 1 to pay him additional money, and in consideration of bur action, he is to assign to us the right ter purchase 4000 shares of the Edison stock under terns of his con¬ tract with, you* As explained to Mr* Malloiy, the contract between you and Mr* Baird is incomplete, as we find that it does not provide either for assignment of the right of subscription nor does it cover the point intended to be covered that he is to have the right to purchase the cement stook in either bonds or cash, neither does it cover the point that if he doss not finally complete the payment pf $100,000, that the option is to hold for the bonds acquired* . We thinfc however* that your acceptance of the notes in settlement really covers that point, bit this question need not be raised, as he will, no doubt, pay .off the balance of the notes ultimately arid, in any event, he has paid nearly nine-tenths of the original sent* .

As Mr* Mallory suggested, we propose tomorrow to have new

-To T. A. E. 2-

agreements drawn covering the above points,, and we shall probably . hare two agreements, one between, you and Mr, Baird and the other in our name, cowering the option* This will prevent any raisunder* standing or mixing up of papers* We hare felt under some little obligation to Mr. Baird to help him out in this matter, as it was at our instance that he made the transaction, but the matter has now readied a point where our adware es have become so large and will be larger, that we feel that thB papers should be put into better shape, so as to protext us against any possible cavtingency. ITr* Mallory said that in your absence this momirg, he wub prepared to take die responsibility of saying that you would make the neces¬ sary changes to oariy out die above conditions, which are really not different from what were originally intended, but which have not been properly set forth in the written agreement1.'

PILLING & CRANE,

Broad & Chestnut Streets ' J

PH I LADELPH I A. IPM MO,'

Edison, Eafj., , r

iinsrffea, 5» X

Me*’1 Btr:

We halxt attorney 4*W J& ^pyoflowrt#^

BfcjEiti to take th8$5!DwM» of Jjptyi apiarlcbtfej^B 0£ efftBt with you. Ke ^ aonaj^j jjs^u 1**»

new agreement, Had, yo4 will notice

old agreements. tij» $$»& t* W#i -iMM"

Individually purchased from Hr. Bljird

on 4000 shares of th£ oeptent stock. Ttylfy an option

for 6000 shares instead of 10,000, -and yo hpf 4£bast tp

hare the option for th$ 4000 shared cup® dfreotljr $W«a yt«l to us. Noting upon this, we harp drawn the Baird agjftaejanli* so* that >ou give option on, 6000 shares, and we also encase agreements in triplicate covering options to Pilling & Ort&e on

2000 shares each. Our purpose in Writing yoil nf nr is to ask that you go over these agreements carefully, an# kirriljr Bring them ’iy#bh you to Philadelphia when you cane on Thursday n«Sti al«o pldas^ ■bring the old Baird agreements that all copies, may US destroyed together. We think yon will find that -fixe enclose# agrae$iy\ts cover the situation. fully, so that . you are protected as wall as ourselyesj at. least this has Been our intention in drawing the papers.

Enclosure.

[ENCLOSURE]

. mxg-AORHPraNT raadn-Mrtr- day of September

A. T). 1900, between Thomas A. Edison, of the first part and Chester H. Baird of the second part.

WlTfLEB-WH That tho said parties in consideration of the sum of One dollar ($1.00) each unto the other in hand wll md truly paid at or before the enseal ii^; and delivery hereof, the receipt whereof is hereby acknowledged, and of the purchase of certain bonds of the Edison Phonograph Works by the said (Theater B. Baird from the said Thomas A. Edison, do covenant and jgree to and with oach other as follows:

At any time prior to one year after the factory of tine Edison Portland Cement Oorapfmy, a corporation organised under the laws of the State of New Jersey, begins to manufacture cement in com¬ mercial '{U entities, tho said Tin cm as A, Edison, his executors, administrators or assigns will exchange at the option of the said Chester I?. Baird, h.ts executors, administrators or assigns any or all of Sixty thousand dollars ($60,000) in bond s of the Edison Phonograph Porks at par for the stock of the said The Edison Portland Cement Company, at Ten dollars ($10.00) per share, the par thereof being fifty dollars ($50.00) per shares that is to say, for any bond of the Edison Phonograph Porks of the face value of One thousand dollars ($1000.) the said Thomas A. Edison, his executors, administrators or assigns will give 100 shares of the stock of The Edison Portland Cement Company, or at the option of the said Chester Baird, his executors, administrators or assies will sell and transfer to the said Chester H. Baird, his executors, administra¬ tors or assitfiB, any or ail of the said 600O shares of the stock of The Edison Portland Cemeit Company, at the price or sura, of Tendolr. lars ($1(H0Q) per share in oasH for the sene, it being understood that said ’6000 aheres'of stock maybe paid for by the said Chester B. Baird, his executors, administrators or assigns either in the bonds, of the Edison Phonograph Works or in cash, as he or they may elect. ' ■ . v.

The sjjaid Thomas A. Edison, his executors, administrators or O'

[ENCLOSURE]

(2)

or assigns will upon the payment of the notes of the said Chester R. Baird, held by said Thomas A. Edison, for the sum of Twelve thousand dollars ($13,000) deposit with the West End Trust ft Cafe Deposit Company of Philadelphia, Pa., 0000 shares of The Edison Portland Gem ait Company in his name and duly ossified .in blank by him to be held by the said depository during the period of one year Iron die time that tlie said Edison Portland cement Company begins to manufacture cement in oarmrcial quantities, as aforesaid In trust to deliver the whole or any part thereof to the said Chester R. Baird, his executors, administrators or assigns upon receiving from him or tJiom bonds of the Edison Phonograph Works or cash in t.he ratio above specif iod.

At the expiration of said year, so much of said -stock as the said Chester R. Baird, his executors, administrators or assigns shall net have exercised his option to take, shall be delivered to Ihe .said Thomas A. Edison, his executors, administrators or assigns. '

IN WITNESS. WHEREOF, the said parties have hereunto set their^ hands and seals.

SEALED and DELIVERED

I / $

(SEAL)

(REAL)

Th» agrtsnwits d*ted Deo«ber 9th. 1899 «id Jmmry 9th.' 1900 « hereby cancelled.

Ovs—t^ ^XyLvcX

w YAitaJU-c^ o\^ SDiAIJ

Know all men by these presents, that I, Chester R. Baird for value received, do hereby assign, transfer and set over unto E. C. Miller & Co., their ox- cutors, administrators, and assigns, all my right and op¬ tion to exchange bonds of the Edison Phonograph Works or cash, for the stock of the Edison Portland Cement Co., as set forth in the agreement between Thomas A. Edison and me, dated September 18th 1900 to the extent of six thous¬ and shares thereof; and all ray right, title and inter¬ est under the said agreement, in so far as the option relates to the said six thousand. shares of the stock of the Edison Portland Cement Co.,

In witness whereof, I have hereunto set my hand and seal this ■ day of ^goQ

E.C.M I LLE ft & CO.

437 CH'ESTNl

Philadelphia Sept. 28th-1900

' Mr. Thos. A. Edison,

Orange,

N. J.

Dear Sir:- '

We "beg to advise that Chester R. Baird has assign¬ ed to us all his right and option of exchange on the bonds of The Edison Phonograph Works or cash for the stock of the Edison Portland Cement Co. as set forth in the agreement between yourself and him dated September 18th-1900. Will you kindly formally acknowledge receipt of this notification of assignment to jwa." We notice that in accordance with the terms of the agreement Mr. Baird must pay his notes for $12,000 and on payment of that amount will receive $12,000 bonds. We have written Messrs. Pilling & Crane asking them to give us the dates at which these notes are due but in the meanwhile would like to know whether a payment to you of $3,000 v/ould return us Mr. Baird's note the bonds being left as your property thus fulfilling that particular part of the agreement. This would be equivalent to a purchase . of $12,000 by you at 75 ft of their par value unaccompanied by any option or rights.'7

Yours very tri^

September 28th. 19001.'1

SEP 89 1900

Dear air:

We are quite Burprised to-day to. discover that a mistake has been made in the delivery of bonds to C.'R. Baird. We have Been under the ijnpreBsien that he had paid all of your notes except¬ ing $12,000. Mr. Baird suddenly discovered to-day, at the last moment, that one of his notes for $10,000 was due to-day, and he was unprepared for it. The notes have not "been on our hooks, so, of course, we knew nothing about it, having received no word from you. In looking over the correspondence, we find that a note for $10,000 was renewed on July 30th., and that this was the one in question. The worst paid; of the matter is-that instead of hold¬ ing $17,000 bends for your account, we hold only $12,000. In other woids, we have apparently delivered to Mr. Baird $5000. of bonds more than he was entitled to. How this cane about we cannot noyr say, but we are certainly veiy soriy to have to report the fact.

He has from time to time paid off notes and renewed them all or in part, and sometimes the notes were paid several days before the renewals were consunmatad. The accounts were not kept on our books, as it was not a matter which entered into our accounts, but, nevertheless, we haye endeavored to be as carefhl as if we were directly interested. The only thing to do now is to get him to gradually work the account down to $12,000, which will be .cohered by the bonds we hold and then gradually reduoe thi s amount, lfill you kindly show this letter to Mr. Edison and explain to Mm how

PILLING & CRANE,

Broad & Chestnut Streets PHILADELPHIA.

Mr. W. s, Mallory, ,, %

Orange, H. J.'

. -To w; M. 2- SEP 29 1900

softy we ape that the matter has occurred'. We think it will come out all right in the long run and, this is the, firBt time that such an occurrence has ever happened in our office.’

We expect to see Mr. Baird later in the day or tanorrow morn¬ ing in referen.ee to renewal of the note due to-day about which we telephoned you. We will secure, as much as possible on account, and take a new note for the balance.

Yours very truly.

yu/sr/Atf

<J%W74

h. i$/fi'/%w/#y?/A

V, S, Mall r*!r, Hb CL.,

o/o 3$disoft Laboratory,

Orange, N. J.

My Dear Mr. Mallory:-

I was very much surprised to learn a few minutes "5 before three o'clock yesterday that a note of mine for $10,000. was due.

I have beon exceedingly rushed with very important matters recently, and as this was a personal affair no entry was made on our books and I had no idea that a note was due. This strikes me at an unusually bad time as the demands on us lately hove been very heavy indeed and we have been greatly disappointed in collections. This in addition to the very depressed state of the iron market makes it very hard for me • ' and this combination of circumstances makeB it impossible to pay anything^ whatever on the note as much as 1 would like to do so* ^

I herewith beg to enclose two notes dated September 28th,

H56 for #8,000. and #2,000., respectively* I send two notes

because Crane stated that yolu could hot ubp one for more than ^

$8,000,. sLM ha was very anxious that 1 .send -you $2,000, in cash, I sincerely that you can use both ■of these notep an$l that the matter > will (fGXiiti y#u no serious incohvehien^p. s

VhapatiOiL you very jqjwh (fo jr yyvf-

our dealings, ^gather, pnd as.jBurdiLjS y.^u/,tlia,t ip fi^.^ ^)pre,pia|ted, ^

I have the pjLegaure to remain,

Yours 1

j(.a.

Q^(^yUlsi^

^v-irw^^O (b&^c L

OTCv

Philadelphia, Novocfcor 2nd. WO. TlioraaB A. Edison, Bfsa.'t ■••.., ■ NOV -3 1900

Orange, T>I. J.

Dear sir:

Inferring to m agreement* dated September liih. 1900, in reference to option for stock of The Edison Portland Cement Hempen;', 1 think' it well,. in .order to preyent future misunderstanding, to have 'a specific agreement' as to the moaning of .the tern 'T^on The Edison Portland Cement Company begins to manufacture cement in com¬ mercial inautities." I propose that this phrase shall moan when the mills of the Company •ahsU;J?rqclttO(i .an ..averse of 1800. Twurols of Portland Cement .per working day . durirE th roe consecutive months.

1 also p repose that when this. shall have been accomplished, you or your representative: shall. give notice to this effect to the than holder of iiiia option and. to the ..West End Trust ft nafe.Peposit. Company aid that the your shall commence on and after, the, reception of this notiody provided, of course, that the option liasnot been exorcised by me or iqy legal representatives or assigns paler to the cojmionoeraent of tie year aforesaid.

I am writing this letter in triplicate, and your written acceptance of the foregoing conditions will constitute an ar-iended

NATIONAL, PHONOGRAPH CO.,

%DlSON LABORATORY,

„ ORANGE, N. J.

(Personal)

ORANGE Not. 19 no.

C.

Stevens,

y.nci,,

P, o, Box 1338 |

New York,

Dear Sir:

..With referonoe to the natter of taking over your entire "busi¬ ness, about which we have hart numerous interviews, 7. desire now to oon- fim the understanding reached, 'which ;X believe to be mutually satis¬ factory. ■ . ,

1. ”/e are to pay you for your business the nun of Six Thousand

Dollars ($6,000), payment to be made either in cash or the equivalent in our goods or materials sold by the RAison Mfg. Oo. or the Bates TIfg,

Co..

3., yin are to take over all of your actual assets, including stock on )md at cost prices, furniture mid fixtures at their exact cost, as well as any liabilities that you may have assumed in the wny of advertising contracts, insurance, lease of promises No. 16 Oertar St,, etc.

3. The business is to be conducted as a branch of this Company at your present address, No. 16 Cedar St., unless it should be found later on of advantage to move it elsewhere. It is our desire that, you assume the management of the selling end of the business, under the title of .Manager of Foreign Department, but it that the same supervision that no w prevails in course prevail in your department, it being thf the Foreign. Department independently, but co-operation is of course to be exorcised in every case as between the Domestic and the Foreign ends

'is distinctly understood the Company shall of. i inWQti)$n to operate

SHEET No. f>. NATIONAL PHONOGRAPH Co. TO 0. Pi, f5« DATE,

of the business. It 1(5 further understood that the foreign branch will open its own set of hooks and do the necessary charging out direct from their office; in fact, it is the intention to operate the Foreign Department as a separate and distinct concern, such department to hear its own general expense. v/e hare also decided that will charge our different apparatus to you at fixed net prices, all of which are indicated on attached schedule , marked "A".

4. ■ In consideration of your devoting your entire time and efforts to the furtherance of our business, v/e agree to allow you to partici¬ pate in the net profits of this branch of the business to the extent of thirty per cent. (30?'). So that there will be no misunderstanding, we desire it to be distinctly understood that in figuring net profits it refers to the actual net profits, after paying all expenses of. any kind or nature, such as rents, advertising, insurance, salaries, etc., as also after deducting any rebates or credits that may be made from time to time. v;« also agree that you shall draw a salary to the extent of Sixty Dollars ($60) per week, nano to bo charged againBt your pro¬ portion of the net profits above indicated.

0. . Should we decide to terminate this arrangement for any reason

whatsoever before the conclusion of the first year, then and in that case, we agree to pay you the sura of Seven Thousand Five Hundred Dol¬ lars. ($7,500), or, if it should be decided to terminate the arrangement after the first year, then and in that event, v/e agree to pay you a sum equal-. to .twenty-five per cent. ( 25/f) of the net profits of the previous year, said -net profits being figured as outlined in paragraph Ho 6. It is the intention to turn over to your department all foreign business; all inquiries, orders, etc., to pass throueJi your .

3.

NATIONAL PHONOGRAPH Co. TO

0. 3

s.

hands; "but we reserve to ourselves the right, to deni direct with the Edison United Phonograph Co. , the German Edison Phonograph Co. and the Edi a on-Bell Phonograph Co.

7. In the event of either party desiring to terminate thin arrangement they have the option so to do upon sixty day a written notioe in writing fran one to the other.

8} CTiis arrangement shall go into effect, an of December 1st, 1300. It in the desire, of course, that you should arrange at. once to procure neccsagry account books, so as to introduce them as of December 1st,

K ISOo', '^our present books of accounts to be closed as of November 30th,

$ 1900*1, tt‘:t/ill of course be necessary for you to arrange to take, stock ( on the {AamaM day of November, so that the new books can be opened properly and everything turned over to us in a satisfactory manner.

In conclusion I desire to say to you that it is the intention under this arrangement that we will always work harmoniously with the domestic ^^end of the business and to avoid, wherever possible, friotion of any ^/£Xnd whatsoever. It of course goes without saying that the jurisdic¬ tion as to the placing of advertising contracts, furnishing, of. printed

incurring liabilities in any' way, shall only .be done

; |S^ matter and. ..in fan \ ^ 1:110 “PP-kovrI of the officers of the Company, and that yon will..

V JLn every way endeavor to co-operate with. them to the furtherance of our v ^ general, business, always paying due regard to the matter of general. .

'V expense. .

•A ^ -I believe that this covers everything and outlines clearly the,., j \Y manner in which the business is to be handled. If so, I should be. gJ.a& j if you will write mo a proper aoknov/ledgnent. of this letter and arrange

matters in such a wy that the transfer can be made by the date above indicated. ^

ma/mr

0$ 4/

GALISTEO COMPANY.

HARRY F. MILLER FILE

1901

Halo agreement made this 17th day of July nineteen ‘ hundred and one by and between the "Edison Storage Battery Co." a corporation duly organized under the laws of the State of New Jersey and having its principal office in West Orange, Essex County, in said State, party of the first part and Thomas A, Edison Inventor, residing in Went Orange Essex County, State of Hew Jersey party of the second part wltneoseth.

Whereas the said party of the oeoond part has inven¬ ted a now and usoful Storage Battery and several modifica¬ tions thereof, and han applied to the Patent Office of the United States for patents upon the same, and the said party of the sooond part is still engaged in perfecting such battery or batteries.

And whereas the party of the first part is desir¬ ous of purchasing from the said partyof the second part, all of his inventions on Storage BatteriOB, which have already boon made or whioh may be made during a period of five years from Pobruary first nineteen hundred and one, and all right, title and interest in all applications for patents for Storage Batteries now pending in tho United States Patent Offioo, and tho patents when issued and all future applications for Storage Batteries whioh may be made during said roriod of five years within tho United States.

Bow this agroemont witnosseth that for and in consideration of the sum of One Billion Dollars ( §1,000, 000 : of whioh sum One Thousand Dollars shall bo oash and Hlne Hundred and Ninety Nine Thousand Dollars ($999,000.00) in full paid non-asses sable atook of the party of the first port, the reoeipt of which is hereby acknowledged by the party of the sooond part.

And tho said party of tho seoond port hereby

agree a to transfer and does hereby transfer all his right, title and interest in the said improvements on Storage Batteries within the Unites States to the party of the first part and all right, title and Interest in and to the inven¬ tion covered by the applications for patents for the storage Batteries, filed in the Unites States Patent Office as per schedule hereto annexed, and all future improvements thereoa in the United States made during the period of five years from February 1st, 1901,

And the said party of the second part further agrees that he will give a reasonable proportion of his time, in view of his other interests and engagements, to¬ wards perfecting the Storage Batteries now made and to be made, as well as any manufacturing devioes therefor made during said period of five years and will sign all necessary papers to carry out the intent of this agreement.

It is further agreed that all expenses in connec¬ tion v/ith the experimental ,vor:. from F/’ebruary 1st, 1901 relating to these inventions and alBO expenses connected with the application for patents and the taking over of these patents is to Je paid by the party of the first part.

IB WITNESS WHEREOF the party of the firnt part has caused this agreement to be signed by its President and Secretary and its corporate seal to be attached, and the party of the seoond part has hereunto set his hand and seal this 17th day of Ji/ly 1901.

Signed Sealed and deliv¬ ered in the presence of

><Xi_

List of Applications filed with the United States Patent Office.

35. 1048 Reversible Galvanic Batteries, filed Oct. 31,1900 Serial ITo. 34,994.

33. 1049 Reversible Ga.lvr.nic Batteries, filed Oct. 31,3.900 Serial ITo. 84,990.

33. 1001 Reversible Galvanic Batteries, filed Jan. 8, 1901 Serial ITo. 42,514.

PI. 1053 Reversible OnD.vnnic Batteries, filed T'arch 5, 3.901 Serial. Ho. 49,934.

33. 3.054 Reversible Galvanic Batteries, filed Kerch 5, 1901 Serial JTo. 49,935.

33. 1055 Reversible Galvanic Batterios, filed Karoh 1, 1901 Serial ITo. 49,452.

33. 1056 Reversible Galvanic Batteries, filed T'arch 1, 1901 Serial ITo. 49,453.

33. 1058 Depolarizers for Reversible Galvonio Batteries, filed Kay 9, 1901, Serial ITo. 59,512.

33. 1069 Rleotrodes for Galvanic Batteries, filed Kay 17,19Iil Serial ITo. 60,661.

f HERS A S , I, THOMAS A. EUISGH , of West Orange, in the County of Essex, in the State of Hew Jersey, have invented certain new and useful improvements in storage batteries, as fully set forth and described in certain let¬ ters patent of the United States already issued to me thereon and in various separate applications filed in the; Patent Office of the United States, at Washington, D. C. , as follows :

(a) letters Patent of the United States for im¬ provement in reversible galvanic batteries, Ho. 678,722, granted on the 16th day of July, 1901, to Thomas A. Edison.

(b) Application for improvement in reversible gal¬ vanic batteries, filed October 31, 1900, under Serial Ho. 34,994.

(c) Application for improvement in reversible gal¬ vanic batteries, filed October 31, 1900, under Serial Ho. 34,999.

(d) Application for improvement in reversible gal¬ vanic batteries, filed January 8, 1901, under Serial Ho. 42,514.

(e) Application for improvement in reversible gal¬ vanic batteries, filed March 1, 1901, under Serial Ho. 49,452.

(f) Application for improvement in reversible gal¬ vanic batteries, filed March 1, 1901, under Serial Ho. 49,453.

(jjr) Application for improvement in reversible gal¬ vanic batteries, filed March 5, 1901, under Serial Ho. 49,934.

(h) Application for improvement in reversible gal¬ vanic batteries, filed March 5, 1901, under Serial Ho. 49,935.

(i) Application for improvement in depolarizers for reversible galvanic batteries, filed May 9, 1901, under Serial Ho. 59,512.

(i) Application for improvement in electrodes for galvanic batteries, filed May 17, 1901, under Ser¬ ial Ho. 60,661.

And

WHEREAS, the EDISON STORAGE BATTERY COMPANY, a corporation organized and existing under the laws of the State of Hew Jersey, is desirous of acquiring all my right, title and interest in and to said improvements, applica¬ tions and any letters patent that may be granted therefor or thereon, or any reissues or extensions of the same;

NOW, THERE PORE , Be it known that, for and in consideration of the sum of five dollars ($5.<?0) lawful money of the United States, to me in hand paid by the said EDISOH STORAGE BATTERY COMPANY, I, the said THOMAS A. EDISOH have sold, assigned, transferred and set over, and do here¬ by sell, assign, transfer and set over unto the sa.id EDISOH STORAGE BATTERY COMPANY all right, title and interest which I have or may have in and to the said letters patent Ho. 678,722 and in and to said improvements, applications, and any letters patent of the United States that may be granted therefor or therei^ion, or any reissues or extensions there¬ of, the same to be held and enjoyed by the said EDISOH STOR¬ AGE BATTERY COMPANY, its successors and assigns, as fully and entirely as the same would have been held and enjoyed by me if this assignment and sale had not been made.

A H D I do hereby authorize and request the Commis¬ sioner of Patents to issue any letters patent, when granted, on said applications and either of them, to the said EDISOH STORAGE BATTERY CCMPAHY, its successors and assigns. AND for the above named consideration, I hereby covenant and, agree that I will, at the request and charges of the said

|j EDISON STORAGE BATTERY COMPANY, execute any ancl all applica- I tions for the reissue or extension of the aforesaid letters

I

jj patent and of any letters patent that may he granted upon || said applications or for the improvements described therein jj that the said EDISON STORAGE BATTERY COMPANY, its successors | or assigns, may deem necessary or expedient; and do all- . ■

| other and further acts that may he or become necessary to I obtain said letters patent and any reissues or extensions j of the same. AND I hereby covenant that I have full right to oonvey the interest herein transferred, and that I j have not executed any writing in confliot herewith.

IN WITNESS t H E R K 0 J , I have hereunto

I

set my hand and seal this /^7— day of July,, A. D. nineteen hundred and one.

| In the presence of;

S 0 A P I T U X, Al'tT I 0 N .

-V

N v

i k

IOH THE YEAR E N D I il G HOVE M E E R a'^Hji^lS.Olij;

CASH- . - . §8348.90

STOCK . -§1028.28

FIXTURES & EURNITURE - #1899.10

ANT. E1XTURK & XURNITURB# 477.04 .

PETTY CASH- . — § 100.00

SPECIAL ANT. STOCK - § 120.31k

GENERAL EXPENSE INVEN'Y-# 558.04

ADVERTISING INVEN'Y . § 530.15

ANTWERP CASH- . #1395.82

ACCOUNT E^pECEI YE® - #52989.81

$64147.20

•PROEIT & LOSSr-$31«99.59 ^ACCOUNTS PAIfiik$321p61

■ p . KU

pi. :

-STATEMENT OP PRO PITS POR VS^R .WOTS rate. 1st., 1901-’

Merchandise (gross profit. a) $63470.01

General expense $19763.28 ' "

Advertising 7736.77 ■: r M

Legal ■•••••■ 33*70 '• '

‘ Porn.isn Travel • 141 .'46 " , i •, •

. Antwerp,, expenses 3796-;2l

{51470.42 “ ,	$31470.42
Net profit	3li twrw~
30 X of $31999.S(?, ,ag. ,per iContrao.i;i',.with O.K. STEVENS Less amount.', drawn, by, iOfEi Stevens tfn salary' Balance due - 0*3* StfS?VKNS on the yea'rfc 1 . business	$ 9599.68 3120.00
. 6479.88
Balance due T,^.j jjjssOK • v v'	$26819.52
Net Sales; $265284.89 •
Percent, of Gen'l Expense $314,70.42 1.o Sales $265284.89 " " " Net Profit 831999.89 " .. " «. \ " " " Gross.,.". $6 3470.01 " , » v» « 3 ... * G.K. STEVENS interest namely 30# of profit including amount drawn as salary $9599.88 » » Percent. Of T.A. EMPON's profit $256l9.68 " " »	12-s/lO# 1P.-1Z2 i 84- 6/10/5 03-8/lOX 09-9/l0,<
Total	mv/iox
Antwerp sales from Apr.. 22nd. , $13031.70 Antwerp Expense :• 3796 .81 ■ Oe?!’! Expense $3796.21 to An4. saies Estimated Ions on Antwerp jwslneriaV.	$13031.70- 29/ $ 538.2$

Profits on Sales, (Gross) - - - $ 63,470.01

LesB

General Expenses-

Advertising -

legal- — -

Foreign, Travel -

Antwerp Expenses-

—$19763.28

— 773&.7T

33.70;

— 141.46

— 3796.21

$ 31,470.42 $ 31,999.69

T. a. Edlson'B proportion, 70j£ - -

C . E. Steuens' " 3C$S-$9899,88

Less amount drawn as

salary - $ 3120,00

-$25619.71

-$6479.88 $ 31,999.59

Cost of Sales . -—$191,814.88

Elus General Expense - $ 31 j, 470.42

-$255,284.89

$223,285.30'- $ 31,999.59

General expense toasgd on

V .

HARRY F. MILLER FILE 1902

NATIONAL PHONOORAPH COMPANY FOREIQN DEPARTMENT.

COPY.

Feb. 1, 1902.

The Seaboard National Bank,

Welle Building,

Broadway, City. •

Gentlemen: —

On and after February 3rd you will kindly ignore all endorse- menta or signatures, other than my own, on oheoks or drafts presented, payable to the undersigned, as j am this day severing my connections v/ith the National Phonograph Co., Foreign Dept. > •- v 1 ....... -ss;.-

This revokes the Power of Attorney held by my brother. Hr. Walter stevefas.

Very truly yours,

(Signed) C. E. STBVEN3,

Manager .

This agreement entered into this / / day of Pobruary 1902, by and between Thomas A. Edison of Orange,

>Tew Jersey, party of the first part and V. .$7 T.helmardine of Philadelphia, Pa., party of the second part, V/itnosseth.

Whereas the party of the first part has inven¬ ted and applied for a patent for a process of covering articles of iron rind steel with nickel, in such a way that the nickel will he integral with the iron and not remova¬ ble, and whereas the party of the second par* is desirous of obtaining an interest in the profits derived from such invention, therefore be it agreed that for ftnd in consider¬ ation of the stun of one dollar, the receipt of which is hereby acknowledged and for other valuable considerations, the said party of the first part agrees to pay over to the said party of the second part one sixth of all the proceeds derived by him from the sale of said invention in the United States only, or in case the said party of the first part elects to raise oapital to work the inven¬ tion himself in the United mates, that he will exact at- Xeast a. royalty of not less than 1!> per cent on the actual cost of all articles made under the patent, and one sixth part of this royalty shall be paid as fast as received

1

and during the whole period during which it is received to the said party of the second part in full satisfaction of his interest and claims in the proceeds derived from the said invention,

There is sx>ecially reserved from this contract a special license to he given the Edison Storage battery Company should they desire it, to use the process in tsar batteries only, for vhioh neither the party of the first and second part shall receive any hut a nominal considera¬ tion.

In Witness Whereof the parties hereto have hereunto set their hands and seals this eleventh day of February, 1902.

fa

IN CONSIDERATION of the sum of THREE THOUSAND DOLLARS this day received I hereby release the National Phonograph Company, the Edison Manufacturing Company, the Bates Manu¬ facturing Company, Thomas A.Edison and William E. Gilmore Trus¬ tee, from all claims and demands.

1 FURTHER AGREE to sign or endorse on request (with- out recourse) all drafts, checks and money orders hereafter received by either of the said parties made to C.E. Stevens as Manager and to give a power of attorney to anyone designated by said parties authorizing him to make such endorsement.

I also will turn over to the National Phonograph Company all letters received by me addressed to me as C.E. Stevens Manager, or to any of said parties in my care.

, IjADgO AGREEI'nflt to use without consent on my letter heads or as an advertisement the letter of Thomas A.Edison to me in regard to selling apparatus manufactured by him dated August 2 9th, 1898.

Dated February 14,1902. y

Wo, tho undersigned, An consideration of t.ho sum of TVTOVT! THOTISAWP, FIVE HinTDRJBn Atm WIW38 DOLLARS AHP JUilGHT OKNITS and other considerations, hereby noloase and discharge Ohwrlos 33.. St evens of and from all claims and demands of us or any of us.

Pal od February 190?..

Gaunt & Janvier

. 36 S'& 367 Canal Street

New York

Pears’,

Soap

Thoa< A. Edisonj Esq,)

Dear siar*; -

New ybijkj Apr. 26, 1902.

I M m 0,

Oce- U'H 'U^'’

half past ten.

Confirming the appoiVtmeht mart^b/Mr.. Mallery^Jver phone this morning, I would say that \ expect 1 6 /conte '’'oii t”^wi t HMT . Posay^antt the French engineers oh Monday t\e 28th a M be at the laboratory about"

f€!i/dr U«t-cv*. /-vv

Further, confirming our conv er^a^oKKon^ab 0Ht h , 1902, in the) "7° matter of negotiating for the radW^ore of tfe O^Tr^s^iL owned by Me sera. Posey & Bayly, of /hiVh I made memorandi^a^hTtime ,

I would say that my understandin^of tl^at agreement is that you shall furnish scheme for working of th<

' or0^*)fi£ruct:.a 0,311 t0 run the seme, and guarantee the working of the plantAifW(^tructed in accordance

with your model. More than t I on ray part am to 1

Is you do noty agree to do.

to putting you in comrau-

the details

nication with Posey & BaylVanrt their associates,' furnish such capital as may be needed to const/wct the plant at the\mine , and that you and I together shall make contract with the mine owners as to the terms to us upqn which the plant isf tp bp worked , and that ydu and I are to share ^hd shfire a* ike in &r\y profit in the undertaking.^

[ATTACHMENT]

April 30th ,1902

Jems 8 Haunt, Esq. ,

363 Canal Street,

Hew York.

Dear Sir:-

Replying to yours of the 25th lnat., I beg to state that ny understanding of the conversation on Eebnjary Bth, 1902, and those subsequent, in the matter of negotiations for the reduction of ore of the Gold Roads Mine owned by Messrs. Posey & Bayly, is that I am to furnish a scheme for working the ore, and build a small model at the laboratory at our joint expense.

You are to work up the details of an arrangement, subject to my approval, before the tests are made, with Posey and Bayly and their associates for working my machinery and appliances at this Mine; and If the teste prove satisfactory to Messrs. Posey «■- Bayly end the scheme and appliances are adopted by them, you and I are to share and share alike in any profit in the undertaking.

Yours very truly.

Thos . A. Edison, Esq.,

Orange, N. J.

Dear sir;-

I am in receipt of your valued letter of April 30th' for which I thank you. I agreed to the same, and am

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0 r a n g e.

New Jersey, "‘U.S.A.

Dear Sir,

We beg to acknowledge receipt of your letter of the 24th June, and of copy of your letter to Mr. Dick of May 15th, and we offer our apologies for not earlier acknowledging the latter.

We regarded the paragraph in our Prospectus to which

you call attention, as a statement of an arrangement aotually made ?rm£—

.475 with you, and it did occur to us that it needed confirmation.

We> have however now much pleasure in giving that con¬ firmation, and in assenting to your request that your private Inspeo- ' tor may inspect any or all the works during construction.

■ Mr. Simkin will observe the procedure indicated in your letter to Mr. Dick of May 15th.

HARRY F. MILLER FILE 1903

AGREEMENTS

Thomas A. Edison Jr.

Thomas A. Edison

Dated January 7th, 1903,

HOWARD W. HAYES, COUNSELLOR AT LAW 765 BROAD STREET,

| In consideration of the sum of Twenty five dollars

I per week to he paid to me hy Thomas A. Edison for the j! term of one year from the date hereof, I promise and agree to and with the said Thomas A. Edison, his executors and administrators, for his and their benefit and the benefit of the various corporations in which he or they now are, or hereafter may become interested, to devote immediately every effort in my power to procure the cancellation of all contracts heretofore made by me granting to any person or persons, corporation or corporations the right to use my name or any part thereof in connection with any business, commercial exteriorise or otherwise, and that hereafter I will not, directly or indirectly, grant to any person or persons, corporation or corporations the right to use my name or any part thereof in connection with any business, commercial enterprise or otherwise.

IN WITNESS* WHEREOF I have hereto set my hand and seal | this eighth day of January nineteen hundred and three.

Signed, sealed and delivered in the presence of

Iricrrru

S_^ £

A

State of Hew Jersey, County of Essex.

ss

Cloyd M. Chapman of full age being duly sworn on his oath says: i am 28 years of age, educated at OornelDj University as a raechanioal engineer and have been in the employ of Mr , Thomas A. Edison for about four years as a mechanical .engineer . X had charge of the erection and construction of the brick oven to be used as an experimental work for baking iron ore briquettes at the Edison Lab or a-

tory, West Orange, N.j. This oven is about 100* long, 6'

A xi-

high, and about 4~VR-' wide. In our experiments it was found necessary to rebuild. 50’ of this 100' oven which portion was being rebuilt of red brick with 9" fire brick lining, making a thickness of wall about 18*. This new portion being rebuilt was about completed anrj William Fin¬ lays on, the boss mason in charge of the work with the as¬ sistance of JOhn Huai! undertook to take flout the centers which consisted of a wooden arch for the support of the brick arch during its construction. This wooden arch should not have been taken out until after the buckstays had been put in to support the sides of the oven and in the course of conversation and .instructions to MT. Finlayson on several

flu. ov -tUA. '

occasions previous t6 theAaccident, I told him that the cen* ters were not to be removed until the backstays were in place. With this he agreed and (Said that the centers could be removed with safety as soon as the buckstays were in place. There was no conversation about him removing the centers as it was not his place to do.it even though the|

buckstays were in, the removing of these - ent ir ft ‘Xn*' | ir ~vn' -ty A

jiioved-fry me at such times as I directed. I was there on

the day of the accident but not^ there Just .when the acci¬ dent occurred. During the morning of th^eoidcTrtr Iw^told rae in substance that he would be t hr ough^as soon as he had finished plastering the top of the oven and laying a few fir|e

brick in the lining of the old nortion of the oyen. In a S-'tLcujs x4us

conversation with him on th£ 25th inst.^I askerl him why he removed the centers before the buckstays were in place uulfiie replied that he removed the centers from one end of the arch in order to finish a portion of the wall and finding the arch apparently strong, he concluded it would — hs— perfectly. ..safe to remove all of the centers and pro¬ ceeded to remove them for the purpose of pointing up the interior of the oven. He also stated that he understood that I did not intend to remove these centers before the buckstays were in place. He also stated he was willing to rebuild the damaged portion of the wall and roof without charge for, his labor as it was no one's fault and that be

K&U. Urpr-h.

had frequently don'e -Mf in this same way and never had one fall in on him before and accounts for this falling in because of the jarring to the oven caused by workmen chipping holes in the foundati6ns'to receive the buckstays.

I have read the above over carefully and canndt add further to it.

Subscribed and : Sworn to this>'? ; March, 1903.

In the Matter of Accident at the Brick Oven

at the Edison laboratory. West Orange, N.J. on the 20th day of March, 1903.

State of Mew Jersey, :

: ss

County of Essex, :

Robert A. Bachman, of full age, being duly sworn on his oath says.: I am by trade a machinist and by occu¬ pation a Master imchanic at the Edison Laboratory. I am 31 years of age and have had about 15 years experience as a machinist and in the supervision of men. Because of my pdBition, I had a general supervision or overseeing of all mechanical work going on about and in the said laboratory. In the course of my work I went to the oven above mentioned once or twice each day. On March 20th,

1903, about two o'clock in the afternoon, my attention was called to an excitement down the yard*, in which direc¬ tion I went at once and found that the arch and sides of mentioned oven had fallen in, striking a man named John Douall, about 62 years of age and a mason by trade, but at this time employed as a mason's laborer, and a man named James Mtjlvihill about 35 years of age, by occupation a laborer. I at once examined the above John Douall and found him to have a few, slights cuts about the forehead and abroken nose. He tried to stand up but fell bock in a sitting position, I then instructed my men to pick him up and carry-hM into the machine shop but the ambulance arrived when we got to the blacksmith shop, a distance of about 200 feet* He then insisted on standing on his feet, so the men let him down but he did not care to go into the ambulance., but walked to the ambulance assisted by two men, a distance of about 15 feet. He was placed into the ambulance and made, no more complaint. He was then taken to Memorial Hospital; ray attention was then called to Jaipa^ Mulvihill, whom by this time they had carried into the engine room. I found by exaraing him/ the only ooraplairt

he made, that, he had received a bruised foot which was quite swollen but X reduced this considerably with hot water. X then wrapped up his foot and sent two men to his house to notify his wife and helped to carry him in. X then took him in a carriage (automobile) to his home and telephoned for hr . tic flee who arrived and made him comfortable. I then went to Mr/ Pouall's family and in- -f-ormod— th*ra--Of- -the - accident and told them I would bring him home as soon as his wound was dressed at the hospital.

I then called up the hospital by telephone from the Labora¬ tory and learned that he had a broken nose and a broken log, somewhere near the ankle. So I went to the Pouall family, the second time between five and six o'clock in the afternoon and informed them that Mr. Pouall 'would be detained at the hospital a few days. Theiy then told me that they had called up the hospital by phone and had found out about it. Mr s. Pouall then said they were poor

and that j8*. Pouall had a Tine iiupbaed upon him for $50.00 by the union as a mason. He was then unable to pay it and was forced to work as a laborer and now that this happened she could not see her way clear, so I told her we would keep Mr. Pouall on the pay roll and as soon as he was able to be about, I would employ him as a mason ajr the laboratory and Phonograph Works, which arrangements I had made with Mr. Weber just two days before the accident occurred.. She then thanked me very much for ray kindness and I left the house.'

The following day, Hist of March, 1905 X went on inquiry as to Jfulvihill's condition. He wrote me a note in which he s tated that the doctor had e xarained his foot, and found that there were no bones broken* but that the bone io badly bruised and the t issues. I gave the note to Mr. Elliott. The doctor further stated that it would te several days before he could 3tand on it*, and' he was coming to see him again on Monday and that he was suffering great pain. The following is a true and correct statement

of the above mentioned note.

Copy of Mulvihill'B Note,

"Mr. Bookman the Br was here and says there is no bones broken bat the bone is badly Bruised and the Tissues he says it will be several days before I oan stand on it he is coming Monday again. I am suffering great pain.

.Tames Mulvihill

To Mr Bookman"

The above ndte ls~ without date but was handed to me by the son of the above mentioned MUlvihill. He said his father sent it to me. He said this in the presence of one Patrick Brady Whom 1 had sent to inquire about his condition. This was March Hist, 1903.

Immediately after attending to the injured after the accident, I went back to the said kjLin or oven and askel the boss mason-, ''rm,F,Finlaysdh who ordered him to take out the wooden arch supports before the backstays had been put in plabe and properly adjusted; he then said it was per¬ fectly safe to do so. I then asked him whether he thought it looked that way by looking over the fallen in kiln or oven. He replied that he was engaged in this kind of work fOr a number of years and he knew his business. After these remarks, I told him to gather up his tools and leave the place, which he did. X then laid off all the laborers employed on this job.

X called on Sunday morning, March 22nd at the Memorial Hospital, hut was not admitted. I was told the rules of the- hospital would not permit more than two visitors in one day. I then called the second time, Friday March 27th in the afternoon and was admitted ' this time. Mr.

Douall was very glad to see me and apparently doing very well as he was sitting up in bed.

The work upon which the above mentioned men were employed, was the construction and building of an oven built of firo brick lining with red brick on the Outside

laid in fire clay and Portland Cement mortar about 50 feet 3.

[NOT SELECTED: SIMILAR AGREEMENTS BETWEEN THOMAS A. EDISON, JR., AND THE FOLLOWING COMPANIES: BATES MANUFACTURING CO.; EDISON MANUFACTURING CO.; EDISON PORTLAND CEMENT CO.; EDISON STORAGE BATTERY CO • EDISON

DRF Mil I IMr: CVKini^ATr imi '

Vwv~iisn~<AAAri\j^/

A G R R T! M T1 N T,

CHARLES S’. STILWRLL AND

THOMAS A. EEI SON

DATED

Thia agreement made thia day of

1903, between Charles S’. Stllwell of the Cily of Newark, In the County of Essex and Stateof New jersey of the first part'j'.an'4"Tli'omas A. Edison of ilhe Township of West Orange in said counter and State,' of the second part;

WITNESSES: That' the first party, in consider¬ ation of the sum' of one thousand dollars to him in hand duly paid hythe second' party," and other valuable consider atL ons, hereby covenants and agrees to and with the second party that he, the first party, hereafter will not yso the name ThomaB A. Edison Jr;, or any part thereof, in any business enterprise; that may in ary way compete' with any business in which .the second party is directly or indirectly inter¬ ested, • whether individually or as a stickholder of a corpor¬ ation or 'otherwise,' in any part of ike world: and will' not directly or indirectly aithorize any such use of said name or any part thereof by any person firm or corporation in any part of the world, and vdll no* directly or indirectly use, or authorize the use of, said name or any part thereof in any part, of the world, in any way that* may' directly or indirectly affeot the- business or professional reputation of the second party; and hereby releases and oancels all exi sting o.ontr act s under iwhi ch. he is entitled to. or Claims to be entitled to, any such rights.

And the first party hereby further covenants that he will hereafter use his best endeavor to procure the oan collation of any agreements heretofore made by him giving or attempting to give, any right to the use of said name, or any part thereof, in connection with any bus¬ iness enterprise, and will, at the request of -the second party, assist the second party, and all perforations in

which the second party now is or hereafter may he, pecuniar¬ ily interested, in any litigation that may arise on account of the use of said name or of any part thereof, hy ar*y per¬ son, firm or corporation claiming a right to use the same hy reason of any such contraot or contracts.

And the first party hereby further oovenants that he will not hereafter become directly or indirectly interested in a^y business enterprise in. any part of the world that is similar to or competes with any business in ■ which the second party now is, or hereafter may be, pecun¬ iarily interested, or which is or may be based on any in¬

vention or inventions of the second party, in the United States or any other part- of the world.

This oontr act is, however, not to be construed as prohibiting the first party from continuing certai n lit- igati. on now on hand between him and the Shelby Electric Com¬ pany of Shelby, Ohio, to be brought to recover certain royalties olairaed to be due on a contraot in regard to in¬ candescent lamps; nor as prohibiting the first party from

continuing his present business as salesman of electrical supplies lawfully manufactured by concerns ndw in existanoe. The second party on hiB part hereby oovenants and agrees to and with the first party that, so long as the

first party observes and keeps the said oovenants and agree¬ ments and eaoh of them, he, the second party during his life

time, will pajf to the first party the further sum of twenty

UW C/o) %

five dollars eaoh and every week for the term of fifteen i years from date, said payments to be mailed to the first

party at the post offici

at Newark, New Jersey,

It is further agreed that the second party, shall at all timsB have the right to restrain by injunction any

breaoh or 'broaches of this agreement by the first party.

In witness whereof the said parties have hereto set their hands and seals in duplicate the day and year first above written.

Signed, sealed and delivered 3^-

in the presence of :

S

1

li

AGREEMENT

Between

THOMAS A. EDISON

CLOYD M. CHAPMAN.

Dated July 11, A. D. 1903.

!

AGREEMENT .

THIS

Made this day of July, nine¬

teen hundred and three, hy and between THOMAS A. EDISON, of West Orange, New Jersey, U. S. A., of the first part; and CLOYD M. CHAPMAN, of the same place, of the second part; WITNESSETH:

W h e r e a s , the said Edison is the inventor of a process and apparatus for obtaining the gold fron auriferous gravel deposits, and has recently constructed a unit of the apparatus required for the operation of Said process, and has, on the ninth instant, made an agreement with Leo Salmond and others to test certain deposits in Australia and Nov/ Zealand with a view to installing the pro¬ cess upon a large scale, (a copy of which agreement is here¬ unto affixed); and

Whereas , the remote location of the depos¬ its requires that said Edison carry out his portion of the said agreement through a representative; and

Whereas , the said Chapmdn has for the past four and one-half years been connected with the development of the said invention, and has had charge, under the direc¬ tion of said Edison, of the experiments connected there¬ with, and has designed and constructed the said unit of apparatus required for the carrying on of the said process, and has had experience in the operation of the said process apparatus:

NOW, THEREFORE, IT IS HEREBY' AGREED by and be¬ tween the parties hereto as follows:

1. That the Baid Chapman shall take charge of the engineering operations set forth in the appended agreement (1)

under the direction.; of said Edison; that he shall to the heat of hio ability and with due diligence pursue the opera¬ tions outlined by said Edison, and shall be ever watohful of the interests of the said Edison in the matter in hand.

2. That the said Edison shall pay to the said Chap¬ man out of his income, royalty or profits under the said appended agreement, or any future agreement which may be substituted therefor, one-tenth part of the gross amount

or value of said income, royalty or profits, so long aB the said Chapman shall satisfactorily discharge his duties in connection with the above mentioned operations. Said one- tenth portion of royalty shall be paid to said Chapman within thirty days after its receipt by said Edison.

3. It is further agreed by and between the parties hereto, that the said Chapman may enter into agreements with and receive emoluments, fees and salaries from outside parties, provided they are not detrimental to the interests of the said Edison.

IN WITNESS WHERROE the parties hereto have here¬ unto set their hands and seals the day and year first above written.

Signed, sealed and delivered . in the presence of

tfsl CX-CeAij o^ryi— —

FROM THE LABORATORY of

THOMAS A. EDISON,

ORANGE, N. J. , August 4th, 1905.

Mr. Howard Soandell,

Iona Island, New York.

Dear Slrs-

When Mr. S’. R. Upton saw you he stated that there would he some delay in sending you an agreement, as Judge Elliott, who was to draw the agreement, is away. Rather than delay longer, I have decided to write you and request that you signify your acoeptanoe of the proposal made in this letter, which will he considered an agreement between ub.

I am the owner of about 195 acre a situated in the Town of Stony Point, Rockland County, New York State. With this I send a description of the property, taken from the deeds. You- have offered to pay One dollar (#1.00) per cord for wood cut from this land and ask that you he granted five years in which to cut the wood. I agree to the proposition with the following conditionss-

When the wood is out you must cut it clean. While the wood is ranked' near where it is cut, before moving it, you are to notify Mr. Woolcock of Cold Spring, or such party that I may designate, and he will measure up the wood. It Is understood that you will not call upon Mr. Voolcock or such other party as I may designate, more than three times in a year to measure up the wpod. You are to make payments .before the wood is shipped, when the wood is on the dock. In case I sell the property before theexpiration of the five

years, your right to out wood is to oease, hut you are given the right to haul out for sale any wood which you may have cut when the land is sold.

I have given no rights to cut wood to any party except to Mr. Herbert, and as part of the consideration for my arrangement with you, you are to watch my interests on th^ property to see that the wood is not cut by others and to us<js reasonable diligence^that the property is protected from firj,

I inform you that Mrs Ban-ie-1— H* ibert ^te^~baon-g4ve«- 1 he righi to cut hoop poles off the property ,_h*s right t<? run witl

Kindly write your acceptance of the above.

Yours very truly,

1 hereby accept the proposition contained in the foregoing letter.

Hated September 10th, 1903.

*

HARRY F. MILLER FILE 1905

NiswAnif, . Jan. 11. 1905. ...

Thos. A. Edison, Esq.,

Orange, N.J.

Dear Sir:-

I enclose herewith an assignment and copy, from Thos . A Edison Jr. to Beatrice Y/illard of the income arising out of two con¬ tracts amounting to about $40. a week. Mrs. Willard is Mr. Edison^ nurse and is still with him, and I represent her in this matter.

I wish, therefore, that you would have future checks made out to Beatrice Yfillard, assignee, and sent to her.

Yours very truly,

[ENCLOSURE]

[ENCLOSURE]

IWi^

tyvUj Aftoh-

^ '3

LeSUvia.

sl wm,.. uv\3ak8/ok

't&.oJ''- ^-i\a/rVh?uJ& d.ou>| - CLfWM.cj'wi.Jl. Vyu^

Jjul tSkjL e^mSxcwJ'- . k&iXHAxy- l^u. ^

Idtijfa' i. ■%£»*' T>^ 1 1 6T> -tT vrv^ w|l - £

ijoKulcj ~IW- Q^

eJvicie>Q_, _ fJi«4JL oi^ . H* (|

Um b\<W_ cA -" Mu ibaJwA^

* Kux^ 4^Y U4U .■ Aliu \^.^,‘ • ■

T~r x.

A<?;q;

** TKe Edison Portland Cement (5.

CsVwmabCX Ud Won-

Telegraph, Freight and Passenger Station, NEW VILLAGE, N. J. »■ Agreement. P. O. Address, STEWARTSVILLE, N. J.

Deo. 18, 1905.

Mr. J. P. Randolph, . ..

Edison Laboratory,

Orange, N. S .

Dear Sir: —

I beg to hand you herewith, agreement with The pranlcLin Zino Company, enclosed with your lettef Of the l&bh inst.

Yours very truly,

ESB-PH

ENCLOSURE.

V. P.

[ENCLOSURE]

AN AGREEMENT made this it,* day of Eebniary, nineteen hundred and one, between the FRANKLIN ZINC COMPANY, a corporation organized under the laws of the State iff New Jersey, of the first part, and THOMAS A. EDISON, of the. Township- of West Orange, in the County of Essex and State of New Jersey, of the second part.

WHEREAS the party of the first part is the owner of the Mineral rightB on certain land and has an option tol purchase ' same which is located in IiardyBton township, Sussex County ,N.J. and is known as the Kimball and Homestead parms, owned by C. and D. D. Munson, which said land is believed to contain deposits of metallic ore, in¬ cluding pplo.ore , and is desirous that the party of second] part sha^l ikake a magnetic survey of said land in order to ascertain; the location of said deposits of zinc ore.

/

NOW THEREFORE, this agreement witnesses:

/. ■ FIRST : That the party of the second part is

at his own. expense forthwith to cause a magnetic survey of saiq land to be made and a map thereof drawn, and deliverel to- the party of the first part, setting out the deposits o’ zinc ore, ;i\f Spy, so far as they can be ascertained by such- a survey, .and shall to the best of his ability in¬ dicate the pjLace proper or places at which one or more experimental '.test' holes, to be. made by diamond drills, Bhould be dtjiiied^to-gether^. with the direction in which and the de^jih to' which, the said holes should be bored.

The instr'unj^nt • or instruments for making this magnetio survey are 'jto.be manufactured by the party of the second part at his.l ovm' expense , but the amount to be paid to the skilled operator or operators, employed -to make suoh survey, f or-: canaries and expenses, are to be borne by the party of the! first part, said amount not to exoeed,

[ENCLOSURE]

however, in the aggregate, the sum of one hundred and fifty dollars} any amount to he paid for said salaries and expenses in exoess of said sum of one hundred and fifty) dollars, are to he home by the party of the seoond part.

SECOND: That if, upon the oompletion of suoh sur¬ vey, it shall seem advisable in the Judgment of both the parties hereto to drill one or more experimental test holes at the plaoe or places and in the directions, and to the depths as indicated, as aforesaid by the party of the second part} the said hole or holeB are to be drilled at the expense of the party of the first part, but under the direction and supervision of the party of the seoond part, as to the direction ond looation only.

THIKD: That if the drilling of said hole or holes shall result in finding a deposit of zino oro in the larrl of the party of the first part, which deposit oan in the opinion of experts, be worked commercially at a profit; then the party of the first part is forthwith to pay to the party of the seoond part, the sum of seventy-five thousand dollars by transferring to him seventy-five hundred full paid non-assessable shares of the capital stock, of the party of the first part, of the par value of ten dollars each, in full payment for the said services of the said party of the seoond part.

IN V7ITNE8S WitfilKtSOF the said party of the first par has hereto set its corporate seal and oaused thesepresent i to be signed by its president, and the party of the second part has hereto set his hand and seal, in, duplicate the day and year first above wril

Signed, Sealed and] delivered in the presence of

HARRY F. MILLER FILE

1906

Mrs. E. B. Plummer, Llewellyn Park,

West Orange, IT. J. Lear Madam:

I. beg to advise you that on April 25, 1906 1 intend to pay off the Mortgage for $4500.00, held hy Mary G. Dart and yourself in favor of Mr. Thomas A. Edison Jr.

Will you kindly advise me at what time and place I oan meet you or your attorney on April 25, 1906, to make payment and ob¬ tain the original mortgage and assignment with the satisfaction thereof endorsed thereon, and greatly oblige,

Yours truly,

f/YllW rt O Q. t2(l O0)

s

'luutuiU % eJ g&cenv* 1^.

£V3 c 7VU.

/

MIA 2. 9

At- A 9 3 '■

-S~ — JLA . .Jjjh

2 ,94f<3~ /

/J

&*/': ~

ARTICLES OF AGREEMENT made this of February, 1908,

between Thomas A. Edison of Llewellyn Parle, Essex County, New Jersey, of the first part; and Charles H.Lewis (for himself and as the surviving assignee of William McMahon of Rahway, Union County, New Jersey) and Francis W. Jacobs, both of Boston, Massachusetts, of the second part,'

WITNE 33ETH:

WHEREAS, by an agreement between the said Edison, Lewis, Jacobs and McMahon, dated September 2nd, 1879, and recorded in the United States Patent Office, February 18th, 18%, Liber U-3R, page 483, the said Edison granted a personal license to said Lewis, Jacobs and McMahon, to man¬ ufacture and sell a certain new medicinal preparation called "Polyform" for which an application for Letters Patent was filed September 8t.h, 1879, but was later abandoned, the consideration for the said license being Five Thousand Dollars ($8,000.) in cash, and "five per cent of the net profits arising from the manufacture, sale or disposal in any manner of the said Polyf nrm'1 , and .

WHEREAS efforts were made by. the said Lewis, Jacobs and McMahon (trading under the name and style of the Menlo Park Manufacturing Company) to manufacture and sell the said Polyform, for which purpose a trade-mark was adopted, employing the name and portrait of said Edison and the said preparation was marketed under the name of Edison Polyform; but the business I in question proved unprofitable and was abandoned in or about the year 1880, and

WHEREAS an attempt was made to revive- the business of the Menlo Park Manufacturing Company by organising a. corporation under the laws of t.he State of Maine, called the Edison Polyform Company, to which the said Lewis, Jacobs and McMahon undertook to assign the said personal license

granted them by the Raid Edison by day of l.a rch 18&7; and recorded in

Instrument in writing made United States Patent Of hie

the 30t,h

currently with the agreement first above referred to. Immediately after the attempt was made to again market the said Edison Polyform, the said Edison Polyform Company was advised by said Edison that he objected to the use of his name and protrait. for advertising purposes, and said ad- vertisments were thereupon discontinued, and no further efforts were made by the Edison Polyform Company to manufacture or sell, or otherwise dispose of the said medicinal preparation, and

WHEREAS a New Jersey corporation, nailed the Edison Polyform & Manufacturing Company, now threatens to market and sell Edison Polyform on an extensive scale, and t.o use the name and protrait of said Edison in connection therewith, against the express desire and protest of said Edison. Said Edison has brought, suit in the Court of Chancery of New Jersey against the said Edison Polyform & Manufacturing Company, and sought an injunction to prevent, the said company from using the name "EdisonV in its corporate title or in connection with its business, or' in any advertisements circulated or published by it; and said Edison Polyforra & Manufacturing Company has alleged in defense of said suit that it is the assignee of the business good-will and trade-marks of and in connection with thesaid Edison Polyform by reas n of an assignment, from the said Edison Polyform Company, and

WHEREAS said Jacobs and Lewis, parties of t.he second part., have represented t.o said Edison that, they will re-assign t.o said Edison their entire right, title and interest, in and to t.he said license granted t.o them aa aforesaid, and can obtain and procure satisfactory proof that, t.he alleged title of h t.he Edison Polyform k Manufacturing Company is fraudulent and void, and is based upon the surreptitious appropriation of t.he books and papers of t.he Edison Polyform Company by one Wilbur L. Beaty, who appears as one of t.he incorporators of said Edison Polyform k Manufacturing

Company, ami the principal stockholder thereof; and

WHEREAS the said Edison desires to secure the services and co-operation of said Lewis and Jacobs in the prosexntion of his said suit.’ against, the Edison Poly form & Manufacturing Company, to which end he stands ready t.o reimburse the said Lewis and Jacobs to the full amount, of the original investment, in the Edison Polyform, 't.o wit: the sum of Five Thousand Dollars, ($5,000. ) conditioned, however, upon their surrendering t.o said Edison t.he entire title t,o the Edison Polyform, and the trade-mark rights appertaining t.o the same.

NOW, THEREFORE, for and in consideration of t.he sum of one dollar paid by each of the parties hereto to the other party, receipt of which is hereby acknowledged and of t.he mutual covenants hereinafter expressed, the parties hare agreed as follows; -

(1) The said Lewis and Jftoobs,each for himself and the said Lewis as the surviving assignee of the said McMahon, hereby covenant, and agree to assist, t,he said Edison in every reasonable way in the prosecution of said suit, to make a diligent search for and deliver to said Edison all papers and other documents relating t.o t.he issues there involved, which they may have in their possession or may be abke to obtain, and to make reasonable efforts to obtain from said Beat.y, the books and papers of the Edison Polyforra Company of Maine, surreptitiously acquired by him as afore¬ said.

(2) The said Lewis and Jacobs individually, and the said Lewis as

the surviving assignee of said McMahon, hereby agree to assign, sell, release transfer anu convey, and by these presents have assigned, sold released, transferred and conveyed unto t.he said Edison, his heirs and assigns, their entire right, title nr cl interest in and to said medicinal preparation

called MPolvform" together with all trade-mark rights appertaining to the same.

(3) JLt is .finally decided in said suit that the said Edison Polyform Corcp/»n y of Maine acquired any rights under or to said invention, or under or % O' any trade-marks or t.rade-hames in connection therewith, then and ip t/mt event the said ’Jacobs and Lewis individually, and the said Lewig BJI tlie surviving assignee of said McMahon also covenant, and agree with B„jLd Edison to endeavor to obtain as soon as possible after

said finnj, rf.eeJ.sion, an assignment to said Edison from said Edison Polyform Company, 0f „3.1 of its' rights in and to the Edison Polyforra and in and to any trad^fnarke appertaining to the same.

(4) staid Edison hereby and by these presents agrees to pay to the saidhBWj#» and .Tacobs, the sum of Two Thousand Dollars ($2,000. )

in cash, npor, the execution. of this agreement, said sura being in partial reirabursehfj,^, p.s herein contemplated’, of the amount originally paid to him by sai(l Jacobs, Lewis and McMahon. It is, however, mutually understood and agreed hw and between the parties hereto that the remaining sum of ThreeThous^rf Dollars ($3,000.) shall be due and payable by said Edison to said Lewis and .lanobs, their personal representatives and assigns when, and only ip a final decree is entered in favor of said Edison,

enjoining ^ said Edison Polyform & Manufacturing Company from using the name i^i^on11 in its corporate title, and in connection with its busines and in any ^wer-tisements circulated or published by it.’ AM. J2EQ2MM, in additiop f jier*eto (in case the Court holds that the Edison ' Polyform Company of y„J.ne obtained a valid assignment of said Edison Polyform) that the said fi and .lacobs shall procure and deliver a re-assignment, from the Edison p0J.y$o no Company of Maine to said Edison, as provided in para¬ graph 3 hepB0/, of any rights in and to Edison Polyform and trade-marks

-fl¬

apper i. Rining t.o the same; and also r>rovlrtertTii. be finally decided in said suit that no lawful and valid transfer of such rights was made from said Edison Polyform Company of Maine to the Edison Polyform & Manufacturing Company of New Jersey; and said Edison undertakes to prosecute said suit to a final decree.

IN WITNESS WHEREOF the parties hereto have executed this agreement

Witness the sig¬ nature of Charles H. Lewis.

Qy Zs.&auuo*'^

Witness the sig¬ nature of Francis W. JaooTis.

In Witness Whereof, the said INSURANCE COMPANY OP NORTH AMERICA, of PHILADELPHIA, PA.,

has -caused- this -policy to bo signed by '' the President and attested by its-

e In the CITY OP PHILADELPHIA, PENN’A. This policy shall not be valid until countersigned by the duly authorized Agent (or. Agents j of the Con

HARRY F. MILLER FILE

1907

ASSIGNMENT AND RELEASE

ASSIGNMENT and RELEASE made by

WILLIAM H. SHELMERDINE to

THOMAS A. EDISON

v

made by

WILLIAM H. SHELMERDINE to THOMAS A. EDISON.

WHEREAS THOMAS A. EDISON of Llewellyn Park, Hew Jersey, by an agreement dated on the 29th day of March,

1899 ( a copy of which agreement is annexed hereto as Schedule A') assigned to WILLIAM H. SHELMERDINE of Phila¬ delphia, Pennsylvania, and William S. Pilling and Theron 1 I. Crane a one-quarter interest in certain inventions of said Thomas A. Edison, and in patents secured and to be secured for the same, and

WHEREAS the said William S. Pilling and Theron I. Crane did assign and transfer to said Shelmerdine their respective shares in the said one-quarter Interest whereby said Shelmerdine became the sole owner of the entire one- quarter interest aforesaid, and

WHEREAS by an agreement dated the 1st day of May, 1903, by and between said Shelmerdine and the said Edison, the said Shelmerdine did assign and transfer to said Edison, his heirB, executors, administrators and assigns, for and in consideration of the sum of nine thousand, six hundred and ninety-one dollars and fifty -five cents ( #9,691.55) an undivided one-tenth part or share in said one-quarter interest in said inventions and patents and in and to said agreement of March 29th, 1899, the said agreement of May 1st, 1903 being signed and sealed by William S. Pilling and Theron I. Crane, in token of their assent to the same, and

by an agreement dated the 26th day of October, 1905, by and between said Shelmerdine and the

said Edison, the said Shelmerdine did agree to sell to said Edison, at any time within four years from the date thereof, and said Edison did agree to purchase from said Shelmerdine at any time within four years from the date thereof, for the sum of eighty-seven thousand, two hundred and twenty-three dollars and ninety-seven cents($87,223.97) with interest at four per cent per annum, from May 1, 1903, the entire right, title and interest owned hy said Shelmerdine in said agreement of March 29th, 1899, and in and to the inventions, patents and applications therein referred to; being the entire right, title and interest originally assigned to said Shelmerdine, Pilling and Crane, by the said agreement, dated March 29th, 1899, less a one- tenth interest therein re-assigned by said Shelmerdine to said Edison by said Agreement of May 1, 1903, and

WHEREAS by the said agreement of October 26, 1905, said Shelmerdine did agree, on receipt of the sum of eighty-seven thousand, two hundred and twenty-three dollars and ninety-seven cents ($87,223.97) with interest at four per cent per annum from May 1, 1903 from said Edison, to execute and deliver to said Edison an assignment and re¬ lease ( assented to by said Pilling and Crane ) assigning and transferring to said Edison the entire right, title and interest in and to the said agreement of March 29th, 1899, and in and to the inventions .patents and applications therein recited, as originally conveyed to said Shelmerdine Pilling and Crane, except as said interests may have been reduced by the said agreement of May 1, 1903.

HOW THEREFORE, X, William H. Shelmerdine, for and in consideration of the sum of one dollar, to me in hand paid

2.

by Thomas A. Edison, and of other good and valuable con¬ siderations, the receipt whereof is hereby acknowledged, have assigned and transferred and by these presents do assign and transfer to said Edison, his heirs, executors, administrators and assigns, my entire right, title and interest in and to the said agreement of March 29th, 1899, and the inventions, patents and applications therein re¬ ferred to; being the entire right, title and interest originally assigned by said Edison to said shelmerdine, Pilling and grane by the said agreement of Mar ch 29th,

1899, less a one-tenth interest therein, reassigned by the said Shelmerdine to the said Edison by the said agreement of May 1, 1903, and

I, William H. Shelmerdine, for and in consideration of the sum of one dollar, to me in hand paid by the said Edison, and of other good and valuable considerations , the receipt whereof is hereby acknowledged, for myself, my heirs, executors, administrators and assigns, have released, remised and forever discharged and do releasB, remise and forever discharge the said Edison, his heirs, executors, administrators and assigns of and from all manner of action, causes of action, suits, debts, contracts and claims whatsoever in la w or in equity which I now have or I, my heirs, executors, administrators and assigns, hereafter can, shall or may have,, for, upon, or in any manner connected with, or growing out of the said agreement of March 29th, 1899, (a copy whereof is annexed hereto and marked Schedule A1), and the inventions, patents and appli¬ cations referred to therein, from the beginning of the world to the day of. the date of these presents.

3.

We, William S. filling and Theron I. Crane, being the parties of the same names v/lio are referred to in an agreement dated March 29th, 1899 ( a copy of which agreemenl is hereto annexed and marked Schedule A') have consented and do consent to the foregoing assignment and release made by William H. Shelmerdine to Thomas A. Edison.

IH TESTIMONY WHEREOF vie have hereunto set our handa and affixed our seals at this 2 J4A day of^^r/t/ 1907.

In presence of:

Schedule A'.

AGREEMENT made this twenty ninth (29) day of March A.D., between THOMAS A. EDISON, of Orange, New Jersey] party of the first part; and WILLIAM H. SHELMERDINE , WILLIAM S. FILLING) , and THERON I. CRANE, all of Philadel¬ phia, Pennsylvania, parties of the second part.

WHEREAS , the party of the first part is now ex¬ perimenting on certain inventions, novel devices, and im¬ provements classified as follows;

A. Improvements in a process for grinding and screening coal, end applying coal dust for fuel for steam boilers, and in metallurgical processes.

. B. A process for crushing, sizing and concen¬ trating of coal to eliminate the impurities therein con¬ tained.

C. Improvements in the re-heating of Compressed Air, and ilg application to power vehicles, and other appli¬ cations of Compressed Air.

AMD WHEREAS, the party of the first part is will¬ ing to sell, and the .parties of the second part desire to buy various interests in the above named inventions in the proportion and on the terms hereinafter mentioned;

NOW THIS AGREEMENT WITNESSETH;

1. That the party of the first part for and in consideration of the covenants hereinafter made as to pay¬ ments by the parties of the second part, and the sum of One Dollar to him in hand well and truly paid, the receipt whereof is hereby acknowledged, doth hereby covenant and agree to sell to the parties of the sedond part, and to con-

1.

vey, assign, and transfer "by proper deeds of assignment interests as follows:

IN CLASS A, 12 \/zfo to William H. Shelmerdine , his executors, administrators and assigns:

6 l/4 fo to William S. Pilling, his executors , administrators and assigns;

6 l/4^ to Theron I. Crane, his executors, admin¬ istrators and assigns.

Said interests so oonveyed to constitute and cover one-quarter of all the right, title and interest of the said Thomas A. Edison in Letters Patent of the United States which may he obtained on the process for crushing and screening coal to dust and burning the same, of which the said Thomas A. Edison will be the sole owner, and a license covering the use for this purpose ( use for cement by the Edison Portland Cement Company, or its assigns alone being excepted) under application for Letters Patent filed March 17, 1899, Serial No. 709447, covering process¬ es and apparatus for screening and sizing fine material; and also one-quarter interest of the said Thomas A.

Edison divided among the parties of the second part in the proportions hereinbefore stated in any foreign pa¬ tents which the said Thomas A. Edison may take on the pro¬ cess for crushing and screening coal to dust and burning the same, of which the said Thomas A. Edison is or will be the sole owner .

IN CLASS B, 12 x/zfo to William H. Shelmerdine, his executors, administrators and assigns;

6 l/4^ to William S. Pilling, his executors, ad¬ ministrators and assigns;

6 l/4^ to Theron I. Crane, his executors, admin¬ istrators and assigns.

Said interest so conveyed to constitute and cover

2.

one-quarter of all the right, title and interest of the said Thomas A. Edison in Letters Patent of the United States which may he obtained on the process of crushing, screening and benefication of coal by elimination of im¬ purities, of which the said Thomas A. Edison will be the sole owner, and a license for the above purpose under ap¬ plication for Letters Patent filed March 17, 1899, Serial No. 709447 as aforesaid; and also a one-quarter interest of the said Thomas A. Edison divided among the parties of the second part in the proportions hereinbefore stated in any foreign patents which the said Thomas A. Edison may take on the processes for crushing, sizing and concentratin ; of coal to eliminate the impurities therein contained, of which the said Thomas A. Edison is or will be the sole owner .

IN CLASS 0, 12 l/2^ to William H. Shelmerdine, his executors, administrators and assigns:

6 l/4 % to William S. Pilling, his executors, ad¬ ministrators and assigns:

6 l/4$ to Theron I. Crane, his executors, ad¬ ministrators and assigns.

Said interest so conveyed to constitute and cover one-quarter of all the right, title and interest of the said Thomas A. Edison in the improvements in the re-heat- ing of Compressed Air ijt the United States and foreign countries for which application for Letters Patent in the United States was filed February 27, 1899, Serial No.

706976, covering method of and apparatus for re-heating Compressed Air for industrial purposes, and applications for patents made in the following foreign countries:

Great Britain, Prance, Germany, Hungary, Sweden, Denmark, Spain, Victoria, New SouthWales, Canada, Austria, Russia,

3.

Belgium and Italy, of which the said Thomas A. Edison is sol& ov/ner in all the countries enumerated, but it is dis¬ tinctly understood that an agreement has been made in re¬ spect to the United States and English patents for the reheater by which a transfer of the rights under such ap¬ plication in the United States and England only is to be made to a company to be known as the Edison-Saunders Com¬ pressed Air Company ( a copy of the said agreement is here¬ to annexed), and it is further understood that one-quarter of the stock received by the said Thomas A. Edison under such agreement will belong to the parties of the second part in the proportions hereinbefore named, and be trans¬ ferred to the parties of the seond part by the said Thomas A. Edison

2. And the said party of the first part further agrees that he will from time to time as additional Letters Patent, either foreign or domestic are granted upon the various applications already pending, as well as in all applications hereafter to be made covering all improvements , modifications, designs, devices, appliances and apparatus relating to said inventions, their uses and practical appl: - cations and utilizations, sign, execute and deliver proper deeds of assignment to the said parties of the second part, their executors, administrators and assigns for in¬ terests therein, and in the proportions above stated in said Classes A. B. & C. respectively; and further that thu said Thomas A. Edison will sign all necessary transfers or powers flf attorney to transfer certificates of stock in the Edison-Saunders Compressed Air Company, or all other necessary papers to vest in said parties of the second part, complete and perfect title to the interests so sold, as well as in all improvements made or to be made by him

4-

arising from the expenditure of the additional sum of money not exceeding Fifteen thousand dollars ( $15,000. ) hereinafter mentioned.

3. And the parties of the second part, for and in consideration of the forgoing covenants, agree to pay to the party of the first part as purchase money for the foregoing interests in said inventions described in Class¬ es A. B. C. as well as in the stock of the Edis on-Saunders Compressed Air Company, the sum of Seventy-five thousand Dollars ( $75,000. ) in the following manner:

Twenty-five thousand dollars ($25,000.) upon the execution and delivery of this agreement;

Twenty -five thousand dollars ($25,000.) at the expiration of one month thereafter; and,

Twenty-five thousand dollars ($35,000.) at the expiration of two months thereafter.

4. And the parties of the second part hereby furth-? er covenant and agree that they will furnish as called for by the party of the first part, from time to time, sums additional to the said sum of Seventy-five thousand dol¬ lars ($75,000.) not exceeding the total of Fifteen thous¬ and dollars ($15,000.) for expenditures to be made by the party of the first part in experimenting, and in making, and in equipping and perfecting appliances, devices and apparatus in proportion of fee said inventions. Thereafter if further experiments are necessary, the expenses ( the amount of which shall be mutually agreed upon) shall be borne by each party in proportion to their interests; and should the parties hereto fail to reach an agreement as

to amount, then the party of the first part shall have the right to continue the experiments at his own expense, and

5.

after stating the amount thereof is give to the parties of the second part the option of contributing proportional¬ ly thereto, and on the refusal of the parties of the second part to so contribute, then the results which can fairly be attributed to the sole expenditures of the party of the first part shall be his sole property, with¬ out right of the parties of the second part to share therein.

5. It is understood that the sales of interests in Classes A and B are of a total of a one-quarter of the present interest of the said Thomas A. Edison in the said inventions and devices, subject to whatever sales and con¬ tracts he had already made abroad.

6. This agreement to be binding on the heirs, exe¬ cutors and administrators of the parties.

IE WITHESS WHEREOF the parties hereto have hereunto set their hands and seals this 29th day of March, A.D., 1899.

Witnesses :
W. S. Mallory	Thomas A. Edison	(Seal)
James M. Gregg	W. H. Shelmerdine	(Seal)
Geo. C. Hagner	Wm. S. Pilling	(Seal)
Louis B. Ashbrooh	Theron I. Crane	(Seal)

-v

Francis W. Jacobs

Thomas A. Edison

Dated^^e^^t/e^ 8 -0, ( ^ 07,

TO AXJi TO WHOM THESE PRESENTS SHALL COKE OR MAY CONCERN, GREETING:

WHEREAS by an agreement made the twenty-first day' of February, Nineteen Hundred and Six, between Thomas A. Edison of Llewellyn1 Park, Essex County, New Jersey, of the first part and Charles H. Lewis (for- himself , and as the surviving assignee of William KcMahom of Rahway, Union County, New Jer¬ sey) and Francis W. Jacobs of Boston, Massachusetts, of the second part, the said Edisoni agreed to pay to the said Lewis and Jacobs the sum of Five Thousand Dollars, Two Thousand Dollars of which was paid im cash on the execution of the said agreement and the remaining sum of Three- Thousand Delia -s to be paid in consideration of certain) undertakings and ser¬ vices to be performed by the said Lewis and Jacobs in said agreement specifically set forth, im connection with the prosecution of the suit of the said Edison in the Ne.w Jersey Court of Chancery against: the Edisom Polyform and Manufactur¬ ing Company.

AND WHEREAS the said suit of the said Edisom against the said Edison Polyform and Manufacturing Company has beeni prosecuted to a successful conclusion by the said Edison and the final decree has been entered in favor of said Edison, enjoining the said Edison Polyform and Manufacturing Company from using the name Edison; in its corporate title and in connection with its business and i'n any advertisement, cir¬ culated or published by it ,

AND WHEREAS the said Edisoni has paid to the, said Lewis^an'd Jacobs the sums of money in said agreement of February twenty-first, Nineteen Hundred and Six, mentioned and set forth in accordance with the terms thereof.

A

T

NOW THEKEEOKE know ye that I, Erancis W. Jacobs, of the City of Boston, Massachusetts, for and. in considera¬ tion of the sum of One Dollar-, lawful money of the United States of America and other valuable considerations, to me in hand paid by Thomas A. Edison of Llewellyn Park, Essex County, New Jersey, have remised, released and forever dis¬ charged and by these presents do for nyself, ny heirs, execul- tors and administrators, remise, release and forever discharge the said Thomas A. Edison, his heirs, executors and adminis¬ trators, of and from all and all manner of action and actions cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, cov-| enants, contracts, controversies, agreements, promises, variL anees, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which against the said Thomas A. Edison, I ever had, now have or which I, ry heirs, executors or administrators, hereafter can, shall, or may have, for, upon' or iy reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the date of these Presents, and in particular for, upon or by reason of any matter, cause or thing whatsoever, arising from or by virtue of the said agreement made the twenty-first day of Eebruary, Nineteen Hundred and Six, be- | tween the said Thomas A. Edison of the first part, and the said Charles H. Lewis and Erancis W. Jacobs, of the second part, which said agreement by these presents is hereby can- | celled and made void.

IN WITNESS WHBKEOE , I, Erancis W. Jacobs, by Henry H. Abbott, of the firm of Breed, Abbott & Morgan , of New York City, ny duly authorized attorney, have hereunto set

ray hand and seal, the ft day 0f September, in

the year of Our Lord One Thousand Nine Hundred and Seven. Signed Sealed and Delivered ) in the presence of )

/rtf

Lieu Jfc

H&Wf-

State of Hew York )

jss:

County of Hew York )

BE IT REMEMBERED, That on this day

of September, in the year of Our Lord One Thousand Hine Hundred and Seven, before me, the subscriber, personally, appeared Henry H. Abbott, of the firm of Breed, Abbott & Morgan, who being by me duly sworn on his oath, did depose and say that he is the duly, authorized Attorney of Francis W. Jacobs in the within Deed of Release mentioned, for the execution of the said Deed of Release on behalf of the said Francis W. Jacobs and he did thereupon acknowledge that he signed, sealed and delivered the same as his voluntary act and deed and as the voluntary act and deed of the said Franc:

Sworn this September, 1907.

-> . A*

<X. C — •

Hew York, August 5th, 1907,

j( I, FRANCIS VV. JACOBS, hereby authorize and

I empower HENRY H. ABBOTT or the firm of BREED, ABBOTT & MORGAN to collect for me my one-half interest in the pro¬ ceeds to be paid by Thomas A. Edison for the release of my interest in Edison Polyform, and to give a good and valid receipt therefor on my behalf.

HARRY F. MILLER FILE 1908

AN AGREEMENT, made this 4fih day of May, 1908, by and between Thomas A. Edison, (hereinafter called the "ven¬ dor"), of the first part, and The North Jersey Paint Company, a corporation organized under the lairs of the State of New Jersey, (hereinafter called the "company"), of the second part.

WHEREAS, the vendor is the owner of the property and rights hereinafter described; and

WHEREAS the board of directors of the company have ascertained, adjudged; and declared that the said property and rights are of the fair value of eight thousand dollars ($8000.), afad that the asqulsition thereof is necessary for the business of the company and to carry out its contemplated objects :

NOW, THEREFORE} this agreement witnesseth:

X, That the vendor has sold, assigned, transferred and set over, and does hereby sell, assign, transfer and set over unto the company. Its successors and assigns, all his right, title and interest in and to the following de¬ scribed property, to wit:

The pending applications for patents and trade marks covering methods for making water-proof paints, numbered as follows :

Waterproofing Paints for Portland Cement Buildings, filed F#b. 6, 1908, Serial No. 414,675 Waterproofing Fibres and Fabrics, filed June 1, 1908, Serial No. 436,104

Waterproofing Paint for Portland Cement Structures, filed June 1, 1908, Serial No. 436, 105 00. The epmpany hereby agrees, in consideration

of the said Bale and upon the delivery of said property to it, to issue to the vendor as hereinafter provided, and to such nominees as the vendor shall in writing hereafter di¬ rect, at such times and in such amounts as they shall re¬ spectively direct, certificates of stock of the company to. the aggregate amount of eighty shares, and said shares shall be deemed: to be and are hereby declared to be full- paid shares and not liable to any further call and the hold¬ ers of such stock shall not be liable to any further pay¬ ment thereon.

I Vi. The delivery of the certificate for said shares to the vendor fend his receipt for the same shall be a full discharge, of each of the parties hereto to the extent thereof.

Mill, Said stock shall be Issued as follows:

To the vendor eighty shares

V. The vendor hereby covenants and agrees with the company, upon the request and at the cost of the company, to execure and do all such further assurances and things as shall be reasonable be required by the company for vesting in it the property and rights agreed to be hereby sold, and giving to it the full benefit of this agreement.

WITNESS the hand and seal of the vendor and the corporate seal of the company, attested by the signatures of its officers thereunto duly authorised, the day and year

Thomas A. Edison The North Jersey Faint Company, President.

first above written. In presence of *-

ATTEST: W. H. Has on Secretary

E.C. M I LL E R & CO.

V I]

Mr. Then. A. Kdieon, Orange,

My Boat Ur. Edioonj-

... ■

t/W/A'vx £*•*“>

Uiny thank* for your kin* fatfprtff yootarday.

-any tunas for your kin* fatfpr df yoatordoy. I greatly ap- J proqiato your Iclcdneas if you krill ^oV^^ktowaa SoOn^a yv^.hdax fxo% tbs- ^

Storage Bat t ary tondB, 40 l ^birfle I oan arrange for $15,000 of than. Wt) d*^ live red Ur. Mallory to-day too uapaid ooupojia <?n on* tondo. and or will bo glad^^^ to avail myself of your kindnaso an* efttotgo with you tor the $10,000 pa ^no^ioth fpk retmttip on too bools you propoae, tobatituting too now otook roooived in of tto ayorduo coupon#.

E.C.MILLER & CO.

0>

PHILADEU-nin uuuo 9uruo«

”■* i t-fc, <?

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It It *9 WJVB conronion* tea youl ^4 ifr^ngo to uao the $10,000 whioli ,‘l you as* good enough to arrtjjg* IBs on the 30 th of JftMo Inatoad'ot" tile 10th.

WUl.5r6tL alftb kindly lot mo know uhon you expaot th»_3yoiago'Batt0xy bond nan to return In order ttot^»a-cim-tlnarouTnoaoa rnlng the $15,000 bonds.

Ur. fhoa. A. Ediooh,

Stmftgrillo,

t*

UJr Osar Hr. Edloon:-

ft

TW-

:e*~i

c z-t-J&tr Lf 6 U± >, jeJ>- — Ss*CT

Lfr^js. *>"U“V

((U eCT St> ^3^2, /

TKe Edison Portland Cement Co.

Telegraph, Freight and Passi

P. o. address. STEWARTSVILLE, N. J.

July 2d, 1908.

8ALE8 OFFIOE8:

1. Unlon° Bulldl nc

Oa.V Nntlona|CDftnl<UBu0

Mr* Thomas A« Sdison,

Edison's Labr atari es, ' Jlil W

Orange, N. J.

Dear Sir) : *

We are in receipt of your favor of the 30th enclos¬ ing check for $2000.00 to the order of The North Jersey Paint Company in payment of certificates No.2."and 3 for ten shares each, in the names of W. S. Mallory and W. H.

Mason respectively. Stock not Issued, of course, remains as treasury stock on which action of the company can be taken at any time in the future.

As requested we enclose you herewith copy of the agreement made by Mr. Sdison in which he transfers his rights to The North Jersey Paint Company. We dbinbt think it is necessary for Mr. Mhllory or Mr. Mason to own any additional stock, as certificates No. 8 and 3 cover the ground qualifying them as directors.

Yours very truly.

The Edison Portland Cement Co.,

9/29/08 . .

Mr. H. E. Miller:

In reference to the lansden Co., I hand you herewith my letter of August 31st to Mr. lansden together with the Accountants'

report and the inventories, in order that you may confirm my under¬ standing of the. proper settlement to he made. In the first place, Mr, Edison stated yesterday that his understanding was the same as Mr. Lansden's, i.e., that the statement of June 30th was merely an approximate statement which was later to he corrected if necess¬ ary, and he also said that he would he willing to accept as correct Mr. lansden's revised statement of August 3lst. This latter statement shows an increase in the excess of assets over liabil¬ ities from June 30th to August 3lst of $1988.72, so that the price to he paid will he increased to $36,988.72. We have already paid D. S. lansden $10,000.00 in cash. Under the agreement we are to ...... — . . pay him $17 ,000.00 -in f our~.no.tes_of .$4,250. 00„each,... maturing _in_.,_ .

three, six, nine and tv/ give months ^y^This leaves a halanceof^/ ^$97988/?2^to he paid to John M, Ijmsden-Z'^Mnd out from Mr. Edison how he wishes to pay this balance- -whether in cash or by notes.

I attach hereto my pencil memorandun giving my understanding of the situation. If you do not agree with me in this calculation, let me know.

. N \

V

Z?C

'ftLi

Jo*.

A&t-VSU -cJ -fry iLu JU*z(^ju c2&UiJ& <4-

tnt ~XXZlL* (XAsuu£~a I -'I fcf ' l

HARRY F. MILLER FILE

1909

October 8, 1909.

Frank L. Dyer, Esq.,

Legal Department,

Edison Phonograph Works, Orange, IvT. J.

; OCT 11 1909 V f»ank l. dyer. J

My dear Sirs-

I have delayed answering your late communication with reference to the 1440 shares of stock of the Edison Phonograph Works until the conclusion of some interviews which 1 have had with persons representing some of the bondholders. I now enclose to you a statement of the exact situation, which I send to you confidentially, so that you may have it to refresh your mind as to the practical and legal status of the stock. While there is nothing in it which could be used to the detriment of the persons - I represent, yet I hope that you will treat it with confidence. • • Some of these bondholders, if they learned that I had been thus frank with you, might meanly believe that this communication had some ulterior purpose. Such persons are capable of wrongfully imputing to me a disregard of professional obligations, notwith¬ standing that I do not act in any fiduciary or professional capacity with reference to their interests. Your high standing at the Bar, and I hope mine, should preclude such a though^' but you know "small men are capable of small things", and so I urge upon you that this statement be not used for any purpose except f.or' such discussion as you may have with your client.

f write this because 1 believe there is a fair desire . part of Hr. «U.„ and a f.lr dosiro upon the part a

- 2 -

majority of the bondholders to obtain a just settlement of all this annoying litigation and prevent for the future the institution of "strike" litigation by dissentient-persons, who may thereby imagine they could compel the payment to them of moneys in excess of their rightful pro rata distribution. Prom the papers and documents in my possession, and relating to the Edison United Phonograph Company and the International Graphophone Company, it is apparent that for many years the relations between Mr. Moriarty and some of the other men interested in these corporations became those of distrust and Suspicion. One of the results of this distrust was to destroy the value of these corporations as market¬ ing agents for the products of the Works company, as primarily contemplated. I am quite frank to say that the greater part of this distrust must have been engendered through the business methods of the late Stephen E. Moriarty. I presume that I am now the- only man - except perhaps Hr. Edison - who has entire knowledge of the history, and I dare say that I am the only man, who knows the detailed history of the financial and legal operations of these two corporations.

It is quite apparent to me that but two plans are left for the settlement of the ownership of the Works stock. One plan is based upon the purchase by Mr. Edison of the stock at a price which the bondholders will accept, and which Mr. Edison is willing to give. This purchase will be accomplished by such legal' means as we may devise by which Mr. Edison will obtain a good title. The other plan involves no purchase, but a distribution of the stock in specie among those who are legally entitled

to it. This plan can now he readily accomplished, but it will distribute the stock among a large number of people. Most of them will be very wealthy men or estates, from whom it might be impossible to purchase at any figure which Mr. Edison would be willing to give. A number of these might combine their stock after it had been allotted to them, £oxm a syndicate and endeavor to have an accounting of what wrongfully or rightfully they believe to be the withheld profits of the Works company. If such a syndicate is not formed, there will certainly be enough of the stock in the hands of a few people, who have the inclination and spirit , to engage in constant litigation with Mr. Edison over it.

In estimating the amount of an offer which may be made for the stock, I am aware that Mr. Edison will (justly believe that neither the holders .of the stock, nor the stock itself since issuance by the Works company, approximately, ten years ago, have contributed by personal efforts or otherwise to the practical and financial success of the Works company. Its ownership doubtless has been a constant source of strife and, therefore, Mr. Edison may feel that it is not morally entitled to participation in the profits of the concern for the purpose of its purchase . It is my intention upon receiving from you an offer for the stock to frankly submit the offer to the bond¬ holders and the stockholders of the two corporations with the alternative offer that they consent to a distribution in specie.

If neither of these propositions are accepted, I shall proceed with the litigation.

- 4 -

I am entirely convinced, and X think my opinion has been confirmed by every lawyer, who has examined the questions involved, that ultimately the receiver of the International Graphophone Company will recover these 1440 shares of stock from the Guaranty Trust Company. If and when that time comes, it will be necessary for the receiver to convert the stock into cash,, Eor the purpose of informing the Court as to its value, in order that it may be guided in the confirmation of any sale, which the receiver may make, the receiver will be entitled under a dobtrine of State comity to ask the aid of the Hew Jersey .courts for a complete examination of the affairs of the V/orks company. This course, as attorney for the receiver, I will be compelled to pursue, and while such litigation by the receiver may seem to be annoying and oppressive, yet I will be unable to escape the performance of such a duty irrespective of my personal opinion as to the expediency of moral right of such procedure. Host of the bondholders know that at one time §180,000. was offered for the stock and when I attempted to induce the bondholders to accept their distributive part of this amount, a number of the bondholders, represented by Hr. Howard E. Bayne of Hew York, declined to do so. At that time it was suggested to me that they would direct the Guaranty Trust Company to sell the pledged stock of the International Graphophone Company (45,000 shares) out under the pledge. A syndicate of the bondholders, a few in number, intended to buy in the stock, which they could readily have obtained for a small sum. They then intended to transfer the 45„000 shares of stock on the books of the International Graphophone Company to themselves as

the owners thereof, take possession of the Board of Directors, demand and obtain possession of the 1440 shares of Works stock and proceed to harass Hr. Edison to obtain what they were pleased to call an accounting. They intended to ignore ray arduous professional labors performed for more than two years, all the rights of the outstanding stockholders of the International Graphophone Company- 5,000 shares - and all the rights of the Horiarty Estate. : The plan was suggested to.;me and I declined to participate in it and promptly retaliated by instituting proceedings to dissolve the International Graphophone Company and thus prevent them from selling the pledged 45,000 shares of stock, because upon such dissolution, it ceased to be stock which could be sold at public sale. Among these bondholders appears the name of Hr. Twombly. l have never had any personal connection with him upon the subject, nor with his counsel. I have been informed , however, a number of times that he has declined to act with the majority of the bondholders in any proceeding, which to him would seem to constitute an unfair attack upon Hr. Edison. I assume, but without any authority, that any arrangement .which the rest of the bondholders would accept, and which Hr. Edison would concur in, might be agreed to by Hr. Twombly at the instance of an intermediary - known to him and agfeeable to. all parties.

I suggest that whatever you determine to do, it should be presented as an ultimatum, and if the price offered is not accepted,

we can then proceed among ourselves to litigate the ownership of the stock or distribute it in specie. 1 enclose you as part of the statement a list of the bondholders and a list of the stockholders of the International Graphophone Company. The Edison United Phonograph Company, which issued the bonds, has been dissolved in New Jersey for non-payment of taxes. The English corporation has been dissolved and the bondholders will receive little, if anything, from that asset.

Be kind enough to give to this communication as prompt consideration as may be convenient.

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BONDHOLDERS .

SELIGMAH 57000 PEOPLES TRUST COMPANY 15000 BEERS AND MULLEN 5000 HEW YORK TRUST COMPANY- 30000 •WELLS 7000 ESTATE OP COCK 40000 PLATT’ 20000 ESTATE OP BLISS 30000 TYTOMLEY 30000 IT BANK OP IT. A. 30000 MERCHANTS B OP PHILA. 10000 LOVERIITG 15000 ST EARNS 30000 ESTATE OP JAMES 40000 SIMPSON THATCHER and BARTLETT 1000

These Bonds will "be considered with reference to their face -value, and eliminating consideration of unpaid coupons. They are 360 in number. They we re issued By Edison United Phonograph Company, now dissolved. They are secured By a certain collateral trust agreement, dated January 15th, 1903, But executed March 26th, 1903. This agreement was made By the company together with S. P. Moriarty as a surety, unto the Guaranty Trust Co. The property given as security By the principal mortgagor consisted principally of securities of the Edison Bell Vo., an English corporation. These securities are now practically worthless. Moriarty, as surety, deposited

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45000 shares of the International Graphaphone Company stock. The stock was in his name. The total amount of its authorized and issued stock w as 50,000 shares. Moriarty had acquired this 45000 shares by purchase and transfer to him hy some of the proposed bondholders.

The outstanding 5000 shares was and is owned JOHN WAMAHAKER 1500 shares (Cost him $75,000.)

ESTATE OF WARRE1T B. CHEERY 500 " « " §25,000.7

ESTATE OE S. E. MORIARTY 720 " _ — . . - .

(Pledged with J. & W.

Seligman & Co.) 2100 "

Three others 180 11

5000 "

March 26th, 1903 Moriarty and John E. Searles were in control of the International Graphaphone Company. Under the terms of the Trust Deed, Moriarty retained the voting power of his 45000 shares which he pledged as surety. As pledgor he was entitled to vote it. He was prohibited by the trust from so voting his 45000 shares of stock as to mortgage the property of the International Graphaphone Company. He was not prohibited from selling it.

This property consisted of 1440 shares of the Edison Works Company, standing on the books of the Edison Works Company In the name of the International Graphaphone Company. The 1440 shares, without going into details, constitutes practically

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30^ of all that stock of the Edison Works Company which is entitled to participate in dividends or assets of the Works Company. On March 27th, 1903, a few of the proposed bondholders became alarmed at the language of the instrument of trust and thought that it did not prohibit Moriarty from so voting his 45,000 shares as to sell the property of the International Graphaphone Company and thereby render worthless his pledged stock. On that day they caused a meeting to be held of the minority of the executive committee of the International Graphaphone Company. Moriarty was a director of the Internation¬ al Graphaphone Company and its vice president and a member of the executive committee. This meeting was called without notice and at the meeting were present Mr. Searles and Messrs. Morison and Oakley. The two latter gentlemen held one share of stock each and were merely nominal directors and members of the executive committee. They passed a resolution reading as follows:

"RESOLVED that 1440 shares of the capital stock of the Edison Phonograph Works, "belonging to this company be deposited with the Guaranty Trust Company of New York, holders of 45,000 shares of the stock of this company under mortgage, subject to the following terms, viz; said shares shall not be sold nor withdrawn from said trust company except with the assent of a majority of the bondholders, who are secured by the collateral trust mortgage of the Edison United Phonograph Company, dated January 15th, 1903, for the benefit of the bondholders, but transfers of such shares as may be necessary to qualify representatives of the company on the board of the Edison phonograph Works may be Bjade from time tib time as may be necessary."

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Thereupon the certificates representing these 1440 shares were delivered, to the Guaranty Trust Company, accom¬ panied by a certified copy of this resolution.

On Hovember 8th, 1907, a decree of the Supreme Court of Hew York was entered in a suit in which the People of the State were plaintiffs and the International Graphaphone Company was defendant. By that decree the International Graphaphone Company was dissolved as a corporation, and its property and hooks were delivered to a receives, Mr. James P. Lynch, who was directed to collect all of its property, and for such purposes to institute suits and actions in courts of this state or of Hew Jersey. During the lifetime of Moriarty and on February 23rd, 1907, a resolution of the hoard of directors— new elected— of the International Graphaphone Company was passed rescinding and setting aside the action of the executive committee and authorizing a demand upon the Guaranty Trust Comparer for the possession of the stock. Immediately after the appointment of ■■ the receiver he made a like demand upon the Guanarty Trust Company. TXie Guaranty Trust Company refused to deliver the stock upon the express ground that it held it as additional Collateral security under the deed of trust notwithstanding that it had formerly given a receipt that it only held the stock by authority of the resolution. Immediately after the receiver made this demand he brought a suit in the State of Hew Jersey against the Guaranty Trust Company and the Edison Phonograph Works. The suit was brought to declare that the '

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title of the stock was in the receiver and to enjoin the Works Company from transferring it to any one else. An injunction was issued amd still stands. The bonds became due in January, 1908. The Guaranty Trust Company temporized with the suit in Hew Jersey until it finally brought a suit in equity in Hew York against the executor and executrix of the Moriarty estate, the Edison United Phonograph Company and Iijmch, receiver. By this suit they sought to enjoin lynch from carrying on the suit in Hew Jersey. They bring the suit primarily to foreclose the trust mortgage. They ask for a construction by the court of their duties as trustees, alleging that they hold the 1440 shares under an equitabLe mortgage for the payment of the bonds. This suit is pending under answers by the various parties and doubtless will be tried this year. They also seek to foreclose upon the 45,000 shares.

They ignore the fact that the principal defendant has teen dissolved. It has been decided in this state that when a corporation is dissolved, its capital stock ceases to be stock as such and that a pledgee of such stock cannot sell the stock at public sale but must appear in the receivership proceedings and collect his proportionate part of any assets distributed by the receiver. The case then presented is; Can the officers of a corporation take all of its property and attempt to pledge it for the debt of another corporation and the debt of one of its officers without any consideration to the corporation and without its having ary interest whatever in the indebtedness?

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It is perfectly manifest under the resolution that at best the Guaranty Trust Company only holds the 1440 shares of stock as depository and not under equitable mortgage. In an;/- event the Guaranty Trust company can appear in the receivership proceedings and after the debts of the International Graphaphone Company are paid receive its distributive part, being 45/50 of all of the assets represented by the 45,000 shares of stock its holds as pledgee.

The ordinary process of closing up a receivership would be to sell at public sale the property of the dissolved corporation. Prom the proceeds are paid the expenses of the receivership— then the creditors are paid and the balance, if any, goes to the stockholders. A leading case in this state holds squarely that in such event the receiver must deduct from the share of any stockholder of record- the debt which that stockholder may owe the corporation. The stockholder of record of the 45,000 shares is Stephen E. Moriarty and not the Guaranty Trust Company. The Trust Company is a pledgee. If hr. Moriarty, the record holder, owes the