exhibits director

exhibits coordin ato r

exhibits exhibits exhibit carpenter engineer development

team (temporary positions)

education coordinator

education director

I operations manager

I floor managers

interpreters

school program manager

resource center assistant

collections director

registrar

co ll ections assistant

executive director

development director

marketing director

I PR manager

PR assistant store manager

development coordinator

membership coordinator

fUnctions coordinator

finance & administration director

ollice & perso nnel manager

receptionist

accounts manager

~'\ \ .

\ \ \ '

Business:

EDUCATION:

EXPERIENCE:

1987 -present

1985-1987

Colby-Sawyer College New London, NH 03257 (603) 526-2010

Gail G. Thacher, CFRE

Residence: P.O. Box 1915 New London, NH 03257 (603) 763-4367

1958 A.B. Mount Holyoke College 1975 M.Ed. candidate Western Connecticut State College

Vice President for Institutional Advancement, Colby-Sawyer College

Responsible for management of all advancement functions including fund raising, alumnae relations, public relations, publications, and community affairs.

· Report directly to the president

· Supervise four program directors and eight support staff

· As senior officer of the college, create policies setting new institutional priorities and directions

· Working with Advancement Committee, Board of Trustees, create strategies to meet objectives of advancement function

· Strategize all major gift solicitations

· Solicit major gifts with President, Board members or alone, as appropriate

· Market the College's planned giving program and solicit gifts for that purpose

· Restructured entire advancement staff resulting in increased productivity

· Initiating plans for a capital campaign for endowment and capital improvements

· Increased annual giving approximately 18% to $768,778, exceeding 1987-88 goal by over $100,000; initiated $10,000 club level and solicited those gifts

· Coordinated year-long celebration of the College's Sesquicentennial

· Strategize and plan presidential travel, cultivation, and solicitation activities

· Created appropriate climate and process for selection of new computer software

· Create and monitor department budget of $632,000

Director of Development, New England Conservatory of Music, Boston, MA

Responsible for gift support from all public and private sources:

· Planned and implemented first phase of $25 million capital campaign that raised nearly $1.8 million in first five months

Gail G. Thacher Page 2

1979-1985

1976-1979

· Devised and implemented strategies to secure $350,000 NEA ChaIlenge Grant from individuals, local and national foundations and corporations

· Reported directly to the President and CEO

· Planned and implemented all annual fund raising programs for alumni, parents, Trustees, Overseers, Friends and Extension Division; met $650,000 goal

· Responsible for all special events at NEC, on and off campus, utilizing significant numbers of volunteers

· Planned and marketed concerted planned giving program at NEC; first gift of $21,000 received in December 1985

· Managed and supervised staff of eight, created and monitored $210,000 budget

· Directed feasibility study conducted by outside consultant

· Directed search for new computer hardware and software

Director of Development, Simmons College, Boston, MA

Responsible for total gift support from private sources.

· Completed $10 million endowment campaign allead of schedule; increased funds for current operations 51 %, capital giving 48% in four years

· Reported directly to the President

· Worked with Resource Committee, Board of Trustees, to strategize all major solicitations of individuals, corporations and foundations on a national level

· Designed, implemented and evaluated strategies to attain College's fund raising objectives for annual giving, planned giving and bequest program, and corporate and foundation support

· Designed endowment campaigns for Graduate School of Management ($1.8 million), School of Social Work ($750,000), Center for Study of Children's Literature ($100,000)

· Completed PRIDE I capital program of $5 million for renovations closed ahead of schedule and exceeded goal by $400,000

· Wrote comprehensive case statement in support of endowment for faculty and staff salaries, student aid and three professorial chairs

· Solicited and implemented $90,000 Dana Foundation Challenge Grant

· Managed staff of eight, created and monitored $421,000 budget

Director of Development, Westover School, Middlebury, CT

· Directed all giving programs including Annual Fund at $300,000 level with 52% participation, capital campaign including $1.5 million Challenge completed in 13 months; established Pooled Income Fund and solicited its first gift of $50,000

.., Gail G. Thacher Page 3

1971-1976

1969-1971

1958-1963

Coordinator of Development, Wykeham Rise School, Washington, CT

Manager and Book Buyer, Hickory Stick Bookshop, Washington, CT

Instructor, English and Social Studies, Indian Mountain School, Lakeville, CT

PROFESSIONAL AFFILIATIONS:

Member:

President:

Director:

Council for the Advancement and Support of Education National Society of Fund Raising Executives (NSFRE) Women in Development, Boston Chapter Planned Giving Group of New England

Massachusetts Chapter, NSFRE, 1984 and 1985

NH/VT Chapter, NSFRE, 1987-present

PROFESSIONAL ACTIVITIES:

Trustee-at-Iarge, CASE, 1989-1991 Presentor, CASE Capital Fund Raising Conference, 1988 Present or, NSFRE National Conference, 1988 Faculty, NSFRE Survey Course, Certification Examination, 1988 Chairman, Educational Fund Raising Track, CASE District I Conference, 1987 Chairman, Foundation and Corporation Track, CASE District I, 1985 Principal Speaker, Careers in Fund Raising, Women's Educational and Industrial Union, 1985 Faculty member, Simmons College Graduate Program in Communications, 1985 Member, New England Colleges Fund, Advisory Board, 1984 Associated Grantmakers, Resource Center Advisory Committee, 1983-84 CASE Awards Committee, 1979, 1980, 1983, 1984, 1985 Advisor, Lesley College, Curriculum Development, Graduate School of Management, 1982 Faculty Member, Independent School Management, Wilmington, DE, 1980-81

FURTHER PROFESSIONAL DEVELOPMENT:

AWARDS:

CASE Institute, Executive Management, Nashville, TN, 1984 Conference on Gift Annuities, Denver, CO, 1983 CASE Institute, Senior Development Professionals, Snowmass, CO, 1982

1983 U.s. Steel Award for Improvement in Alumnae Giving 1983 CASE Exceptional Achievement Award for Fund Raising Brochures 1984 U.S. Steel Award, Honorable Mention in Sustained Giving

Gail G. Thacher Page 4

COMMUNITY ACTIVITIES:

Member, Board of Directors, New London Chamber of Commerce, 1987-present Member, League of Women Voters, New London, 1987-present Member, Board of Managers, Old South Meeting House, Boston, MAt 1984-1987 Member, Allocations Committee, U oited Way, Boston, MA, 1984-1987

CRAIG L. ESPOSITO

EMPLOYMENT

Director of Major Gifts Bentley College Waltham, Massachusetts 1986 - present

296 Mount Auburn Street Watertown, MA 02172 617/923-1533

Responsible for identification, cultivation, and solicitation of major gift prospects.

- Developed and implemented a tracking report, reviewing over 5,000 prospects to assign gift potential and inclination to give.

- Participated substantially in the College's planned giving program.

- Served as the in-house expert on planned gift vehicles, strategies and taxation issues.

- Developed and administered estate planning programs for Bentley College alumni throughout the nation.

- Helped plan the fonhcoming capital campaign timetable.

Alumni Fund Pirector Worcester Polytechnic Institute Worcester, Massachusetts 1984 - 1986

Responsible for the overall management of WPI's award-winning, million dollar, annual alumni giving program. This included seven component programs of the Alumni Fund: Class Agent ($200,000), Matching Gifts ($350,000), Leadership Gift Clubs ($140,000), Reunion Gifts ($350,000), and Student Phonathons ($100,000).

- Directed, supervised, and coordinated an extensive volunteer network of over 800 alumni, including their enlistment, training, and evaluation.

- Developed and implemented long and short term goals in conjunctions with the Alumni Fund Board.

- Developed and presented major gift and planned gift proposals to alumni for class reunion efforts.

- Assisted in the formulation of major gift prospect strategies and identification.

- Assisted in the planning of the fonhcoming capital campaign.

Associate Director of Development Harvard University Cambridge, Massachusetts 1983 - 1984

Responsible for corporate and foundation fundraising at the Harvard Graduate School of Education. This included identifying, researching, cultivating and soliciting corporate and foundation prospects for both unrestricted and program specific support, as well as writing proposals associated with these efforts.

.. CRAIG L. ESPOSITO Page 2

Director of Annual Giving Ithaca College Ithaca, New York 1981 - 1983

Planned and directed the unrestricted annual giving program. Supervised three consecutive recordbreaking years for both dollars and donors.

- Planned and implemented comprehensive annual solicitations of alumni, parents, the senior class, corporations, foundations, and friends. Prepared reports and analyses regarding programs.

- Supervised the design, writing, and production of mailings, newsletters, publications, and news releases, including the College's annual donor report, development pieces, volunteer manuals, and mass and individual solicitation letters.

- Organized volunteer solicitation programs, including phonathons, giving clubs and special recognition events such as donor recognition and award programs.

- Planned budget recommendations and monitored, verified, and reconciled an annual $130,000 budget.

- Supervised a clerical and administrative staff of four.

- Supervised and maintained the College's computerized Public Affairs file, including gift recording, gift acknowledgement, and gift receipt procedures.

- Helped design and implement a comprehensive capital campaign.

Assistant Director of Alumni Affairs Cornell University Ithaca, New York 1976-1981

Planned, directed, and coordinated all aspects of alumni class activities at Cornell, including alumni reunions, homecoming, the senior class, general alumni class activities, alumni class officers, the alumni class Board of Directors, alumni class financial accounts, and alumni travel programs.

EDUCATION

Harvard University Law School

University of Chicago

Cornell University

Introduction to Taxation, 1988

Division of Biology and Pritzker School of Medicine, Department of Pharmacology and Physiology, 1974.

B.A. in Biological Science, 1974 Dean's List University Scholar

COMMUNITY & PROFESSIONAL ACTIVITIES

President, Cornell Club of Boston, 1987 -present Treasurer, Planned Giving Group of New England, 1987-88 Treasurer, Cornell Class of 1974, current President/Vice President, American Wine Society, Ithaca Chapter, 1981-82 Chairman, Resource Development Committee, Family and Children'S Services of Ithaca, 1981-82 Secretary!freasurer, Central New York Colleges Public Relations Council, 1982

REFERENCES

Available upon request.

-. \.

\

REVENUES:

Operating Fund:

Capital Fund

Total Revenues

EXPENSES:

Operating Fund

Cap i tal Fund

Total Expenses

NET REV8WES (EXPENSES)

THE CctlPUTER MUSELti STATEMENT OF REVENUES AND EXPENSES

COMBINED OPERATING ~~D CAPITAL FUNDS ( $ - Thousands )

FOR THE FOUR MONTHS ENDED ~UAL

10131/87 ----~---1 0/31/88----------- FY1989 ACTUAL BUDGET ACTUAL FAVm~FAV) BUDGET

416 387 399 12 3'1. 1,103

103 113 70 (43) (3!i1. ) 1,169

519 500 469 (31) <1%) 2,272

409 541 543 (2) 0% 1,433

161 168 162 6 41. 810

570 709 705 4 1% 2,243

($51 ) ($209) ($236) ($27> <13'1. ) $29 -- -- -- -- - - --

SLtffiRY: ------ - -

For the 4 months ended October 31, 1988 the museu~ operated at a defic it of (236K) compared to a budgeted deficit of (209K). As of October 31, 1988 the total cash and cash equivalents (short-ter-m investments ) ~ounts to 360K.

OPERATING: Revenues were 3'1. above budget due mainly to strong Computer Bowl and Function revenues. Unrestricted Contributions, A~issions, Memberships, and Store revenues have not met budget expect ions to date. Expenses were held at budget despite higher Comp uter Bowl-related expenses.

CAPITAL: Revenues were 3~~ below budget due to timing factors and optimistic contribution revenue expections. Expenses were held at 41. below budget due to tight spending control.

THE C(I1PUTER MUSEII1 STATEMENT OF REVENUES AND EXPENSES

OPERATING FIJiD ( $ - Thousands )

FOR THE FOUR HONlHS ENDED fHi~l 10/31/87 --- -----10/31/88------------- FY1989 ACT~l BUDGET ACT~l F(#J(IJiF(#J) BUDGET

REVENUES:

Unrestricted contributions: 47 $25 6 (19) (701.) $83 Restricted contributions B 61 151 90 148"1. 225 Corporate memberships 58 57 44 (13) (2~) 173 Individual memberships 20 33 18 (15) (45"1.) 82 Albissions 89 107 91 (16) <15"1.) 238 Store 47 64 44 (20) (317-) 159 Functions 24 31 38 7 2~ 106 Other 20 9 13 4 447- 37 Museum Wharf funded by DEC 103 0 0 0 07- 0 Gain/loss on Securities 0 0 (6) (6) <1007-) 0

----.---Total Revenues 416 387 399 12 ~ 1,103

EXPENSES:

Exhibits & education 69 146 121 25 17'1. 373 Marketing & memberships 53 85 84 1 17- 212 Management & general 126 109 113 (4) (47-) 338 Fundraising 3 40 76 (36) (907-) 57 Store 43 63 49 14 2Z1. 159 Functions 12 19 21 (2) ( 117-) 57 Museum Wharf expenses 103 79 79 0 07- 237

------ --------- --------Total Expenses 409 541 543 (2) 0"1. 1,433

NET REVENUES(EXPENSES) $7 ($154) ($144) $10 ($330) = =

THE CIJ1PUTER MUSEII1 STATEMENT OF REVENUES ft4D EXPENSES

CAPITAL FlflD ( ~ - Thousands )

FOR THE FOUR MONTHS ENDED itflUAl 10/31187 --------10/31/88----------- FY1989 ACTUAL BUDGET ACTUAL FAV(lflFAV) 8UDGET

REVENUES:

Contributions ~47 ~113 ~35 (~78) (69'1.) ~769

Exhibit Funding 0 0 35 0 101r1. 400 Gain (Loss) on sfcuritifs 0 0 0 OY. Wharf mortgagf fundfd by DEC 56 0 0 0 OY. 0

Tota 1 RfYfnufS 103 113 70 (43) (31r1.) 1,169

EXPENSES:

Exhibi ts 31 0 1 (1) Irl. 325 Exhibit Administration 50 73 65 8 llY. 205 Fundraising . 24 41 42 (1) (2Y.) 118 Wharf mortgagf 56 54 54 0 OY. 162

--------Total Expfnsfs 161 168 162 6 4"1. 810

NET REVENUES (EXPENSES) ($58) ($55) ($92) (~37) (671.) ~359

-- -- -- -- -- --

The Computer

·~Museum

300 Congress Street Boston, MA 02210

(617) 426-2800

I i I i I I ~-+,--+--1 i \ r--' · , ! . '---#.---- --,----- --~

+----------------------------+ * * * *

THE COMPUTER MUSEUM MEMORANDUM

* * * *

300 Congress Street Boston, MA 02210 (617) 426-2800

+----------------------------+ TO: FROM: DATE: RE:

The Computer Museum Executive Committee Joseph F. Cashen November 23, 1988 November 29th Executive Committee Meeting

The next meeting of the Committee will be held on Tuesday, November 29th at 8:00 A.M. in the 5th floor conference room at the Museum. The planned agenda items are:

1. Status review by Joseph F. Cashen;

2. Discussion of how to better utilize the skills/resources of our Board Members in dealing with the Museum's challenges;

3. Discussion of potential additions to the Executive Committee;

4. Brief discussion of Committee ideas on what generic specs the Nominating Committee should work into its planning of the nominating process.

It is planned. that item 2 will take about an hour and will include the "round the table" comments by the Board Members on November 4th.

Enclosed are the four month financials through October. They are hopefully self-explanatory.

As you know, the Executive Committee has agreed to meet on the last Tuesday of the month, making December 27th the date of the next session. This is a terrible week for several people, so we will discuss moving this particular meeting to the first week of January.

JFC/vf enclosure

Sincerely, f .

~I(~ J? ep F. Cashen EX~9.' tive Director

The (:C>Ill})llter +-___________________________ +

M llsellIll * * THE COMPUTER MUSEUM

MEMORANDUM

* * *

300 Congress street Boston, MA 02210 (617) 426-2800

300 Congress Street Boston, MA 02210

(617) 426-2800

r-fEfJ" . . I .; , ~-.-~. ~ __ I -l.

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* * * +----------------------------+ TO: FROM: DATE: RE:

The Computer Museum Executive Committee Joseph F. Cashen November 16, 1988 Minutes of October 25th Executive Committee Meeting

The Committee met at the Museum on October 25th. Those attending included Ed Schwartz, Dave Donaldson, Gardner Hendrie, Jim McKenney, Nick Pettinella, Paul Severino, and Joe Cashen.

1. The major discussion subject at the meeting was an in depth review of the key financial characteristics of successful cultural institutions, with emphasis on museums. The format of the discussion was a presentation by Lynda Bodman. Lynda is highly qualified on the subject. She did detailed research on it while on the faculty at the Harvard Business School and, more recently did a in depth study for the Boston Ballet that concentrated on New England with emphasis on the greater Boston area. Lynda has a lot of both quantitative and qualitative facts that really help focus us on the subject of our financial fragility and leanness. Because of her general knowledge in the field and, her understanding of our Museum, she is uniquely positioned to help us delineate what financial strategy alternatives exist for us. Lynda has voluntered to undertake this task and the results of this work will be presented to the Board at future meetings.

2. The financial results of the Computer Bowl were briefly discussed. Attached is a financial summary prepared for the 10/25 meeting.

3. Because of the shortness of available time the rest of the meeting was used to discuss the agenda of the November 4th Board meeting.

The next meeting of the Committee is scheduled for Tuesday, November 29th at 8:00 A.M. in the 5th floor conference room here at the Museum. I'll have someone there taking notes so that minutes can be sent out more quickly. Starting with that meeting, the minutes will be sent simultaneously to the rest of the Board instead of being batched and then sent.

JFC/enclosure

Sincerely,

Ske.. Jose~;. Cashen Executive Director

~ The Computer Museum 300 Congress Street Boston, MA 02210

(617) 426-2800 +----------------------------+ * * * *

THE COMPUTER MUSEUM MEMORANDUM

* * * *

300 Congress Street Boston, MA 02210 (617) 426-2800

+----------------------------+

TO: fROM:

The Computer Museum Executive Committee Joseph f. Cashen

DATE: September 6, 1988 RE: Minutes of the August 26th Meeting

The Committee met on August 26th here at the Museum. The attendees were Ed Schwartz, Dave Donaldson, Gardner Hendrie, Nick Pettinella, Bill Poduska, Paul Severino and Joe Cashen.

1. The first item discussed was the scheduling of future meetings. It was agreed that from now on the meetings would be held on the last Tuesday of each month, presumably excluding months in which a Board meeting occurs. The time and location will remain as they have been'- 8:00 A.M. ~n the 5th floor conference room here at the Museum. This means that the next meeting will be held on Tuesday, September 27th. Please mark your calendars for future meetings.

2. Ed Schwartz discussed some overview thoughts he had relative to the format and context of Executive Committee meetings. The August 26th meeting was the first held in Ed's term as Chairman of the Executive Committee. Attached to these minutes is a memo from Ed which delineates these thoughts more specifically and proposes discussion on them at the September 27th meeting.

3. Joe then ran through a brief, general update including staff issues and the Education function. Adeline Naiman came on board August 1st as Education Director and has already had a positive impact in terms of interfacing with outside groups, excellent press and reception by the staff.

4. Our first guest for the meeting as the outside Program Developer for the Computer Bowl, Janice Del Sesto. Jan updated people on the status of the Bowl. It looks like it will be a major success from many perspectives, not the least of which is financial. In terms of dollars in the door or committed, it is already by far the biggest event ever held by the Museum. The expense budget is currently being updated but the net for the event looks like it will significantly exceed the budget.

," The Computer Museum 300 Ccngress Street Boston, MA02210

(617) 426-2800

5. Our second guest was Oliver Strimpel who reviewed the results of the two week effort by Richard Fowler (our "visiting" designer) to come up with an overall design that encompasses our "phase two" exhibit plans and related issues such as improvement of the lobby area. Richard did an impressive job of integrating his own creative ideas with the views of the staff and Exhibits Committee into a meaningful plan. If sufficient funds can be raised, it is our intent to hire Richard for a one-year stint, starting in Mayor June of 1989. He could make major progress in implementing this plan in that period.

6. Our last guest was Mark Hunt who reviewed our new advertising agency (Carol Lasky) and the integrated ad campaign that is about to get under way. Mark also covered our recent attendance situation. The committee requested that Mark come to another meeting to review all the marketing activities.

7. Paul Severino gave a brief update on Development Committee activities, with emphasis on the "short list" we worked at the end of the last fiscal year and the intention to focus on potential "big hitters" in the months ahead.

8. The Committee asked Joe to review the expected role and activities of the Education Committee at the next meeting.

9. Joe handed out the financials for the last month (June) of our fiscal year and stated the annual audit was cornplete (except for final wording relative to the DEC lease extension) and went very well with Coopers & Lybrand.

Sincere!,

F'-C

Joseph F. Cashen Executive Director

JFC/sr attachments

r-l -: : { ! i " r- 1 • ~ 1 i, 1

r----~------~

..

August 31, 1988

TO: The Computer Museum Executive Committee FROM: Edward A. Schwartz RE: Executive Committee Meetings

The purpose of this memo is to pickup on a subject I briefly raised at the August 26th meeting of the Committee and postponed for a full discussion at the September 27th meeting, namely, my desire, with your help and support, to change the agendas for our meetings this coming year, both procedurally and substantively. The stated purpose, for those of you who could not attend our last meeting, is to make our Committee meetings more efficient and our work more proactive. For the past year or so, Joe has set the agenda for each meeting and we, the members, have tried to react to the subjects and matters presented.

First, procedurally, Joe and I will "work" the agenda in advance of each meeting, keeping in mind the time required to adequately address each of the stated subjects so as to prevent one item from taking away time from another and, at the same time, enabling the meeting to adjourn on time.

To help with this task, we will try to mail with notice of each meeting both the agenda and as much material as we deem appropriate to provide necessary information to the Committee members to avoid unnecessary reading or discussion at the meeting. The financials come to mind as fitting within this concept. I am sure other similar matters will come to mind as we think about this concept. It will require Joe and others to do some extra work in advance of the time the notice is sent out, but I believe the benefit of a more efficient meeting is certainly worth the effort. I will try to chair the meetings so as not to lose the advantages we are trying to attain with these changes.

The second change I seek is the agenda itself. I would like to change the content of the agenda in a few ways. I have in mind the following:

1. I would like to see certain subjects which are important to the success of the museum this year become standard agenda items placed at the beginning of each agenda. I have in mind subjects such as (a) the IBM Task Force, (b) the capital campaign, (c) the funding of exhibits, (d) education mission,

... , " . t

(e) personnel and (f) subjects that are important at that time, like the Computer Bowl. Which subjects are listed as "standard" must be decided by the members. ~ Long discussions are not necessary or even desirable. Rather, time expended on each of the subjects should be proportionate to the importance of the NEW information given or the decision to be made.

2. I would like to see the members take a more active role in adding items to the agenda. It seems to me that each member as he is involved with museum business should use the Committee as both a sounding board and for direction on matters of importance. These meetings are meant to provide such an opportunity.

3. I believe that it is prudent, from time to time, to ask Joe to excuse himself from the meeting to enable the Members to more openly discuss subjects involving Joe and his performance. I have already discussed this subject with Joe and he not only feels comfortable with it, but supports it. He and I have served on boards where the chief operating officer has excused himself for such discussions for both the benefit of the individual and the organization. Obviously this procedure must be used sparingly and with discipline.

As I have said above, I want to discuss this in greater detail and receive your thoughts at the next meeting.

The gomputer Museum 300 Congress Street Boston, MA 02210

(617) 426-2800

p~---.----~~ j , I

~.--~--~ : : , ,---+--..• - .. -. -----10

+----------------------------+ * * * *

THE COMPUTER MUSEUM MEMORANDUM

* * * *

300 Congress Street Boston, MA 02210 (617) 426-2800

+----------------------------+ TO: FROM:

The Computer Museum Executive Committee Joseph F. Cashen

DATE: October 3, 1988 RE: Minutes of September 27th Me~ting

The Committee met on September 27th· here at the Museum. Those attending included Ed Schwartz, Dave Donaldson, Gardner Hendrie, Jim McKenney, Nick Pettinella, Bill Poduska and Joe Cashen.

1. Ed Schwartz reviewed the thoughts in his 8/31 memo on the structure and content of Executive Committee meetings. The group was supportive of Ed's approach and left to Ed and Joe the task of selecting agenda items and defining meeting content.

2. Joe's General Update covered the following:

a) A review of Gordon Bell's idea for a National Long Range Planning Committee; the sense of the Committee was that Gordon's thoughts on the subject were interesting and provocative. After some discussion, it was concluded that we needed to think more about it before deciding upon a specific course of action. Both Joe and Gardner had the opportunity to thank Gordon for the proprosal.

b) Joe told the Committee that he and Jonathan Rotenberg had started new discussions about possible collaborations between the Museum and the BCS to implement a "CDC/PCEC" here at the Museum. The initial Joe/Jonathan discussion was promising to both and the Committee supported further discussion in this vein.

c) Joe told the group that Michael Oleksiw has submitted his resignation as Director of Development. An effort has been launched to hire a strong replacement and an interim approach is being worked out to make sure that nothing falls through the cracks.

3. Joe reviewed with the Committee Nancy Dube's phone call informing him of Digital's decision to grant us a five year lease extension as their formal response to our 1/28/88 proposal. The extension, which will commence on 11/1/88, will contain language

The 90mputer Museum· 300 Congress Street Boston, MA 02210

(617) 426-2800

which allows Digital to revoke the extension if mutually agreed upon, quanitative events occur. We are currently working out this issue. Attached to this minutes is a letter I received from Nancy subsequent to our 9/27 meeting.

4. On the subject of the Education Committee, Joe reported that he and Adeline had concluded that the best way to get it rolling was to staff it initially with 5-7 prominent, local teachers who specialize in computers and a few Board members. The early meeting would serve to let these teachers shape our views via their needs, inputs and ideas.

5. Ed reviewed the subject of needing to find a new Chair for the Nominating Committee. It was agreed that Joe should review with Jim McKinney the idea of asking Irv Sitkin to take on that role.

6. Jan DelSesto updated the Committee on the status of the Computer Bowl. We also discussed the need to start the planning of the Junior Bowl and subsequent Bowls as well as how to best leverage the initial event. Ed Schwartz agreed to be part of this process.

7. Joe handed out updated July and August financials to replaee those previously mailed to the Committee. The new version fixes a minor mistake, but no totals are changed.

The next meeting of the Committee will be on Tuesday, October 25th at 8:00 A.M.in the 5th floor conference room here at the Museum.

Sincerely"

;Ie: Joseph ? Cashen Executlve Director

JFC/ enlcosure

, "--_._----- ... - ~

.... :,.,

Digital Equipment Corporation 111 Powdermill Road Maynard, Massachusetts 01754-1418 508.897.5111, TWX 710.0212 Telex 94.845

momDDmo 26 September 1988

Mr. Joseph F. Cashen Executive Director Computer Museum 300 Congress street Boston, MA 02210

Dear Joe,

On behalf of the Corporate Contributions Committee, I am pleased to inform you of the decision of Digital and its Executive Committee to extend the Computer Museum's lease for a period of five years, beginning November 1, 1988.

As part of the extension, Digital requests annual reviews of the Museum's progress against plan to be conducted by the Corporate Contributions Committee. In addition, the Museum will continue to assume all operating costs and payments associated with the Museum Wharf.

As we discussed last week, details of the lease extension are now being worked out. The formal legal agreement outlining the terms and conditions will be forthcoming.

Any requests for grant support from the Museum to Digital must be submitted in written proposal form to the Corporate Contributions Committee. Decisions will be made by the committee against available resources and corporate priorities in the same manner as we review other non-profit organizations.

Joe, we hope that this five year extension will enable the Museum to continue to move forward toward its goals of perserving computer artifacts and educating the public on the history and use of computer technology. On behalf of the Corporate Contributions Committee, we look forward to working with you, the Board, and your staff as you continue to meet those goals.

Sincerely,

N::Z~ Manage~: ~~~rate Community Relations

The ~-----_---------------------T

* *

* *

* Computelt THE COMPUTER/MUSEUM

MEMORANDUM * *

300 Congress Street Boston, MA 02210 (617).426-2800

. Museum +----------------------------+ TO:

300 Congress Street FROM •. Boston, MA 02210 DA TE;

The Computer Museum Board of Directors Joseph F. Cashen October 27, 1988

(617) 426-2800 RE: Board of Directors Meeting- November 4, 1988

'···'--H : I! 1 t-I ; , : .. i. I :: i H r-l I L.. '

As you know, the next Board meeting is scheduled for Friday, November 4th. the meeting will start at 10:00 A.M. in the fifth floor auditorium here at the Museum, with adjournment planned for no later than 2:00 P.M. If you need any last minute help with logistics, feel free to call Valerie Freitas at (617) 426- 2800 X339.

The first enclosure is the agenda for the meeting. Our intent is to keep the administrative reporting to a miniumum and to maximize the involvement of the Board members. We want and need your thoughts and ideas. As you can see from the agenda, we've allocated a full hour to a subject called, " Future Issues for The Museum- The Next Two Years". Several recent activities such as our relationship with DEC and the Computer Bowl have brought clearer focus to the fact that the Museum is really entering a new phase in its development, a phase full of opportunities and challenges. The intent of this hour of the meeting is to focus on the most significant issues we face in the next two to three years and to discuss them in some detail.

Our plan is to blend the output of this session with the thoughts of the Executive Committee and staff into action plans that will be generated after the Board meeting and brought before you in future meetings. In order to maximize the value of this activity, we request that each of you give pre-meeting thought to this subject and come on November 4th prepared to express your views.

You wil find several other enclosures with this letter. One is the financial summary report for our first fiscal quarter which ended on September 30. Also included are minutes of recent executive Committee meetings. Another document is the Exhibit Development Policy which has been produced by the Exhibits Committee and will be discussed with you at the meeting. I'd particularly like to draw your attention to the enclosed press clippings. We've included a few key ones relating to our overall Museum activities and several that cover the super succesful Computer Bowl that took place on October 7th. In addition to lots of fun, excitement and financial success, the Bowl generated fabulous national exposure for the Museum and presents us with lots of opportunties for the future.

Thank you again for your commitment to The Computer Museum.

JFC/ enclosures

SincerJlY

~ JosepH • Cashen Executive Director

rThe­Con1puter Museum 300 Congress Street Boston. MA 02210

(617) 426-2800

THE COMPUTER MUSEUM

BOARD OF DIRECTORS Meeting Friday, November 4,1988

1. CALL TO ORDER It) ;dO

II. EXECUTIVE DIRECTOR'S REPORT /0 ~ 0 S-

Ill. FINANCE COMMITTEE REPORT

AGENDA

IV. THE COMPUTER BOWL (G,t7!!t~. ~"j 10 " '35 ~ v-

V. EDUCATION PROGRAMS /I"~

VI. EXHIBIT COMMITTEE REPORT 1/; ~

VII. LUNCH II i 4S'" VIII. FUTURE ISSUES- THE NEXT TWO YEARS

IX. ADJOURNMENT

Gardner C. Hendrie

Joseph F. Cashen

James L. McKenney Chairman Nicholas A. Pettinella Treasurer

Janice Del Sesto Program Director

Adeline Naiman Education Director Joseph F. Cashen

Gardner C. Hendrie Chairman Oliver Strimpel Curator

Gardner C. Hendrie

{(Q~~~d~J

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WASHINGTON OFFICE

( 202) 822-932:0

BINGHAM, DANA & GOULD ISO FEDERAL STREET

BOSTON , MASSACHUSETTS 02110

TELEPHONE: (617) 951-8000

TELEX : 275147 BDGBSN UR

CABLE ADDRESS: BLODGHAM BSN

TELECOPY: (617) 951-8736

ROUTE 128 OFFICE CAPE COD OFFICE

( 617 ) 890-092 2

October 25, 2988

To the Board of Directors of The Computer Museum

LONDON OFFICE

011-44-1 -799-2 646

You have already received notice that the next meeting of the Board will be held on Friday, November 4th, at 10:00 a.m., in the Audi torium of the Museum. I am sending you this additional notice as clerk, as is required by the by-laws.

I also enclose minutes of the June 17th meeting.

ed/0375u Enclosure

cc: Mr. Mark Allio

Si?5\erely , ,

' \ 11:71 \ I :

\ i/1 / )7) / ) i "-,/1 - . .: .. .~,(,."

James S. DaVIS

./

,.

2749N

THE COMPUTER MUSEUM, INC.

Annual Meeting of the Board of Directors of the Corporation

MINUTES

June 17, 1988

A quorum being in attendance, the meeting was called to

order by the outgoing Chairman of the Board of Directors,

J. William Poduska, Sr. Other directors in attendance were

Gardner Hendrie, Joseph F. Cashen, Gwen K. Bell, Lynda S.

Bodman, David Donaldson, William Foster, Robert W. Lucky,

Laura Barker Morse, James L. McKenney, Arthur P. Molella,

David Nelson, Russell Noftsker, Nicholas A. Pettinella,

Jonathan Rotenberg, Jean E. Sammet, Edward A. Schwartz,

Naomi Seligman, Paul Severino, Hal Shear, Irwin J. Sitkin,

Ron Smart. Also present was James S. Davis, Clerk.

I. Minutes 2.f. ~ I&s.t. Board Meeting: Upon motion

duly made and seconded it was

VOTED: To accept the Minutes of the last Board Meeting as

previously circulated to the Board of Directors.

II. Election.Q.f. Officers. Upon motion duly made and

seconded it was

VOTED: That the following persons are hereby elected to

serve in the capacity set forth before their

respective names and to serve as such through the

next Annual Meeting and until their successors and

duly elected and qualified:

.. -2-

Executive Director:

Founding President:

Treasurer:

Clerk:

Joseph F. Cashen.

Gwen K. Bell

Nicholas Pettinella

James S. Davis.

III. Transfer 2f Chairmanship fIQm Poduska tQ

Hendrie. Upon his retirement as Chairman of the Board, Bill

Poduska commented upon the growth of the Museum from a local

to an international institution. He pointed out that in

spite of his retirement he would remain involved with the

Museum in the future. He thanked the Board for their

support during the period that he had served as Chai rman.

He then turned over the Chairmanship to his successor

Gardner Hendrie.

Gardner Hendrie commented that he looked forward to

serving as Chairman of the Board of the Museum and noted

these significant challenges:

1. The capital campaign which he felt was going

"reasonably well" but which needed much more

support in order to be successful.

2. The challenge of developing new exhibits. He

noted the highly successful Smart Machines

Exhibit, but pointed out that it had been a year

since a major new exhibit had opened and that more

were needed.

3. The educational mission of the Museum needs to be

developed with a more concrete plan put in place.

-3-

He noted that the Museum was to some extent in a

"fragile" position but that it could become a strong and

thriving institution with more outside awareness of its

existence and needs.

He expressed his thanks to Bill Poduska for his

contribution to the Museum while serving as Chairman.

IV. Report Q£ ~ Executiye Director: Joe Cashen

expressed his thanks to Bill Poduska and to David Donaldson

who were retiring as Chairmen, respectively, of the Board

and of the Executive Committee.

Among Cashen's goals for the future he mentioned;

1. The desire to achieve a better balance between

time spent on the intellectual focus of the Museum

and its contents and the administration of the

Museum, including in particular its financial

administration.

2. He called for more involvement of the Board of

Directors and more committee participation in an

on-going dialogue about the Museum's acti vi ties,

administration and goals.

He noted that fiscal 1988 was a year of consolidation

in which attention was focused on operational issues

(although he emphasized at the same time the great positive

effect the Smart Machines Exhibit had had on the Museum's

image during that year).

-4-

He noted that DEC had extended until the end of June

the lease under which the Museum was occupying its

premises. No formal response had been received to the

Museum's proposal to further extend the deadline for it to

take over the space, although Cashen was confident that a

solution should be forthcoming which would be "very

satisfactory".

He mentioned the breakfast lecture series which he felt

had been highly successful and for which Gwen Bell deserves

great credit.

He expressed a need for greater name recognition

through public relations.

He noted that more acti ve involvement in the capita 1

campaign had been achieved.

He mentioned the launching of the Museum's first

traveling exhibit which would begin at the end of August in

several cities in the county.

In general he noted the significant progress that the

Museum had made but stated that there was no question that

it was still a "fragile organization" which had to be run as

a "lean" institution financially.

He noted the following areas in which progress was

needed:

1. The educational function needs to be strengthened

and the hiring of a new Education Director should

help. He also called upon the Education Committee

to be more active.

-5-

2. He stated that new exhibits would receive

increased emphasis.

3. Some improvements in the staff were needed such as

the hiring of an Education Director.

Naomi Seligman questioned whether the Museum had enough

exposure in relevant publications. Jean Sammet suggested

that an article be prepared by the Museum to go into various

professional journals. Gwen Bell pointed out that she had

called different editors who had turned her down and asked

for Sammet's help in communicating with interested persons.

Mark Hunt similarly asked everyone else for suggestions for

direct contacts to publications which might be interested.

Irwin Sitkin suggested that the traveling exhibit have

local hosts and breakfast meetings which could create

additional interest for the exhibits.

Lynda Bodman suggested that the Museum distribute a

list of its own "P.R. contacts" so that each of the

Directors could cross check it against their own list of

persons or organizations that should be contacted.

v. ~ Computer~. Gwen Bell discussed the

upcoming Computer Bowl and the positive response she had had

from persons contacted to serve on the East/West Teams. She

mentioned that there would be an article about the

competition in the San Francisco Examiner, and that in

Boston the Arts and Entertainment Network on Channel 5 would

-6-

cover the Bowl. There will be a satellite link up from the

World Trade Center. There are commercial sponsors who have

become interested. Money raised by the acti vi ties wi 11 be

used for the Museum's educational programs.

VI. ~ Budget: Jim McKenney referred to fiscal 1988

as a good year. The Museum had negotiated to reduce its

costs for sharing the space at Museum Wharf with Children's

Museum from a fifty-fifty allocation to a sixty-forty

allocation in favor of the Museum, in proportion to the

space which it actually uses. He mentioned that they are

looking into ways to improve their financial statements and

noted that the Museum had ended with a surplus for the year.

Nick Pettinella presented and discussed the 1989 budget

(see attached Exhibit A.). He emphasized that the overall

1989 objectives would be to keep the operation as lean as

possible financially while strengthening the capital

campaign, opening new exhibits, and making investments in

educational and public relations areas which would increase

public awareness of the Museum. He noted the improvement in

the 1988 Operating Fund which was due to DEC's unrestricted

contribution of $160,000 which had been unbudgeted, and

which was also due to the Museum's holding down expenses.

He noted that 1989 would be a more volati Ie year due to

assumption of increased costs at Museum Wharf, presumably

including mortgage payments.

-7-

Cashen noted that the operating deficit had been

expected due to the need to take over the obligations of DEC

at Museum Wharf.

Jon Rotenberg asked whether there was any plan for the

Operating Fund to repay the Capital Fund in the future.

Pettinella responded that there was an intention to do so,

but that this was far down stream.

Cashen noted that the figures for the 1989 budget

assumed receipt of only 70% of the goal in terms of pledged

support.

Upon motion duly made and seconded it was

VOTED: To approve the fiscal 1989 budget as presented.

VII. Capital Campaign: Paul Severino discussed the

background of the Campaign pointing out that in December of

1986 the goal had been to raise $4,250,000 by 1990 for the

building and exhibits.

In November of 1987 Joe Cashen had proposed a five-year

plan with a goal of raising $6,750,000 by 1992 to be used

for bui 1ding and operating expenses, but not for exhibits

which would be created by the staff and paid for by sponsors.

In June of 1988 the goal for fiscal 1989 was to raise

$1,500,000, of which $1,100,000 was to be for the capital

campaign and the balance for exhibits.

-8-

He mentioned that new donors were needed.

campaign has essentially been surviving off

contributors.

The capi tal

of its old

The 1988 Campaign closed close to its goal but this was

due largely to one substantial gift from a single person

something that was not expected to recur in 1989. Therefore

harder work will be needed in 1989 (see attached summary

presented as Exhibit B).

VIII. ~ Exhibits Discussion: Oliver Strimpel

expressed the hope that the Exhibits Committee could develop

a long range plan and also focus on specific exhibits for

the near term in the next twelve months. He felt that

exhibi ts should focus upon: history; technology (how

computers work); and applications (what computers do, for

example in the airline, travel or banking industries). He

opened a discussion as to how the three goals should be

ranked: should each exhibi t relate to one particular focus

or should an exhibit try to encompass all three objectives?

Jean Sammet wanted to minimize focusing on "what they

do", the common applications of computer technology which

are generally known by high school students and focus on the

other two aspects. She agreed that it was acceptable to

show how computers work and what problems have been

encountered in developing particular techniques.

-9-

Jim McKenney felt that the Museum should try to focus

on all three areas in most of its exhibits. Naomi Seligman

concurred and asked which of the three areas most visitors

were most interested in.

Severino asked if we could determine what "message" the

visitors were taking away with them from the exhibits.

Hendrie indicated that the constituency of the Museum

included computer professionals who liked the historical

exhibits; young people for whom the educational/

inspirational function was important; and people involved

with computers on a day to day basis, for example in their

own work.

Cashen mentioned that half of the visitors are students.

Mark Hunt added the scientifically curious as another

group of visitors.

A suggestion was made to survey visitors to see who

they are and what they like at the Museum, perhaps at their

exit from the Museum or on a survey card they could take

around the Museum with them.

Jon Rotenberg asked about appealing to those who are

intimidated by computers, and Sitkin added a reference to

those who have limited exposure to computers but who are not

intimidated.

David Nelson asked if all of these goals could be

accomplished and all of these groups could be reached given

the limitations of the Museum.

-10-

Richard Greene favored exhibits about applications of

computer technology which the public deals with on a daily

basis, such as airline reservation systems or the checkout

counter at a grocery store.· Naomi Seligman again concurred

with these approaches and saw possibilities for including

all three focuses in such exhibits.

Nick Pettinella felt that the unique element of the

Museum which was most likely to attract support was its

history mission. Jean Sammet agreed, emphasizing also its

educational function. She thought that the Museum must not

limi t itself to being "entertaining". Robert Lucky thought

that the Museum probably could not successfully attract

those who were afraid of computers! there is nothing

comparable to a "King Tut" exhibit which could be mounted in

the computer field. Laura Morse agreed, thinking that

adults not familiar with computers would only come with

their children.

Rotenberg felt that the Museum had to appeal to the

public with a "bait and switch" approach.

Lynda Bodman questioned whether there really might be a

potential "King Tut" exhibit for the Museum, and also felt

that in order to raise more funds the Museum had to have

more "outbound" exhibits to appeal to corporations with

special interests.

-11-

IX. Education: Adeline Naiman, a consultant at the

National Science Resources Center, led a discussion of the

educational function. She felt that Museums such as this

one should be dedicated to improving the visitor's "science

literacy" and that Museums should become the focus of

education as they were fifty to one hundred years ago, and

as public libraries are at this time. She felt that

education had to be an intregal part of each exhibi t: that

the Museum must entertain and also contribute to each

individual a feeling that he has achieved some further

education or mastered some additional knowledge by visiting

the Museum. She emphasized the individual's learning

experience as opposed to education through packaged text

book knowledge. She noted that any Museum is necessarily a

public institution.

Hal Shear suggested taking the educational function

outside of the Museum as well, for example into classrooms.

X. Election Qt ~ Executiye Committee: Upon motion

duly made and seconded it was

VOTED: That the following persons are hereby elected to

the Executive Committee of the Corporation to

serve through the next Annual Meeting and until

their successors are duly elected and qualified:

-12-

1. Edward Schwartz, Chairman

2. Joseph Cashen

3. David Donaldson

4. Gardner Hendrie

5. James McKenney

6. Nicholas Pettinella

7. J. William Poduska, Sr.

8. Paul Severino

XI. ~ Annual Meeting: Upon motion duly made and

seconded it was

VOTED: That the next Annual Meeting be held on June 16,

1989, at 9: 00 A.M.; and it was noted that the

next meetings prior to the 1989 Annual Meeting

would be held at November 4, 1988 at 10:00 A.M.

and on February 24, 1989 at 10:00 A.M.

XII. Adjournment: There being no further business to

come before the meeting upon motion duly made and seconded

it was

VOTED: To adjourn.

Adjourned.

A true copy.

Attested:

THE COMPUTER MUSEUM

FY 89 BUDGET

JUNE 17, 1988

EXHIBIT A

THE COMPUTER MUSEUM

FY 89 BUDGET

SUMMARY

The FY 89 Budget reflects a $29K net surplus for the Museum. However, this surplus represents the combined results of two funds; a $330K deficit from the "Operating Fund" and a $359K surplus from the "Capital Fund".

The fundamental objectives of the FY 89 Budget are as follows:

OBJECTIVES

• Operate as lean as possible

• Make selected key investments

- Marketing and advertising - Replace Education Director - Add Interpreters

• Continued strong emphasis on capital campaign

- Pledges - Pledge Receipts

• Open New Exhibit(s)

The major assumptions underlying the FY 89 Budget are as follows:

ASSUMPTIONS:

• First full year Museum responsible for Museum Wharf operating costs and mortgage payments. A step requirement to replace approximately $400K of revenues to cover these costs.

• No unrestricted contributions from Digital were included (FY 88 $160K was received).

• Continue tight expense control, aggressive low­cost program development and resource utilization. Included only essential staffing increases. (addition of 3 full-time equivalents over FY 88, bringing total to 29 FTE's).

• Increase focus on Museum's mission and overall education function, through aggressive low-cost programs, planned replacement of a full-time Education Director, and a bolsteiing the Museum'S interpreter staff. An increase in advertising expenditures is deemed essential to preserve admissions revenue growth and public visibility.

• Exhibit development remains a key component in planning for the Museum's future. Included $400K in funding for major exhibit upgrades or installation of a new exhibit.

• The Financial statements were prepared on a cash basis. Non-cash items such as depreciation are not included.

SOURCES AND USES OF CASH

Based on financial projections, the Museum did not expect to have sufficient funds to pay Digital the full purchase price of $2.5 million for the Museum property on March 30, 1988. The Museum therefore, requested Digital defer payment of the purchase price until after 1992.

The Museum received an extension of its option to purchase the Museum property through June 30, 1988 and it expects to receive approval from Digital to defer payment of the purchase price beyond FY 89. Therefore, the FY 89 Budget does not reflect the acquisition of the Museum property.

The $330K deficit of the "Operating Fund" will be financed by the expected $359K "Capital Fund" surplus after planned "Capital Fund" expenditures.

The aggregate available cash balance as of May 31, 1988 was $573K. The available cash balance as of June 30, 1988 is expected to be approximately $485K. Based on achieving the FY 89 Budget, the available cash balance is expected to be about $400K as of June 30, 1989.

TilE COMPUTER MUSEUM, INC. STATEMENTS OF REVENUES AND EXPENSES

OPERATING FUND CAPITAL FUND COMBINED (OOO's) (OOO's) (OOO's)

FY88 FY88 FY89 FY88 FY88 FY89 FY88 FY88 FY89 ~ ~ ~ ~ ~ ~ ~ f!DdW ewmt

REVENUES Unrestricted Contributions

[E $0 $160 $0 $0 $ • $ • $0 S160 $0 Other 156 84 83 1133 558 769 1289 642 852

Restricted Contributions 180 85 225 0 150 400 180 235 625 Corporate Memberships 170 163 173 170 163 173 Individual Memberships 75 64 82 75 64 82 Admissions 242 225 238 242 225 238 Store 152 137 159 152 137 159 Functions 70 103 106 70 103 106 Other 52 33 37 52 33 37 Gain (Loss) on Securities 0 ( 32) 0 0 (32) 0 MW funded by DEC .ll!. .ll!. __ 0 ll! 126 __ 0

llt ~ __ 0

TOTAL REVENUE $1.328 $1 ,285 $1,103 $ 1.259 1.!.!2 $1,169 $2587 12.087 12 ,272

EXPENSES Exhibits & Educalion $340 $320 $373 SSI $32 $325 $391 $352 S698 Marketing & Membership 224 155 212 224 155 212 Managemenl & General 441 323 339 81 166 213 522 489 552 Fundraising 50 17 57 89 79 110 139 96 167 Store 146 137 158 146 137 158 Functions 36 44 57 36 44 57 Interest 50 0 0 50 0 0 MW Operating Costs 294 309 237 294 309 237 MW Mortgage - . . .!ll. 168 1.ll. 168 J.§.!t. 162 -- --

TOTAL EXPENSE $1 ,531 il,305 $1,433 $439 $445 !.!.!..!. $1,'70 $1,750 $2,243

NET SURPLUS (DEFICIT) 11203 1 (J 20) 113301 $820 $357 ll!.!. !!..!.!. 1337 1ll The accompanying "Nol." should ... read In amJunetlon with the ftnanctal stalements

THE COMPUTER MUSEUM NOTES

FY 89 BUDGET

1. Revenue Recognition

Restricted and unrestricted contributions are recognized when received. Memberships are recorded as income according to the fiscal year in which they pertain and deferred if applicable to future years. Pledge revenue is recorded when received. Income from functions and events is recorded as of the date of the event.

2. Depreciation

Set forth below are estimates of depreciation amounts which were not included in the FY 88 Forecast or FY 89 Budget since they do not require any cash flow out. Depreciation is determined based on the estimated useful lives of the assets on a straight line basis. Depreciable assets include equipment depreciated over 5 years; cost of permanent exhibits depreciated over 10 years; leasehold improvements depreciated over 20 years; and the building, when acquired, depreciated over 32 years. The amount of depreciation for both FY 88 and FY 89 is expected to be approximately $160K.

3. Employees

As of June 30, 1988, full time equivalent employees (FTE's) are expected to be 26. As of June 30, 1989. FTE's are expected to be 29.

THE COMPUTER MUSEUM NOTES (Cont'd)

FY 89 BUDGET

4. Unrestricted Contributions

The following is a summary of the unrestricted contributions (Dollars in Thousands):

DESCRIPTION

Computer Bowl Corporate/Foundations Annual Drive Other Sources

DEC

5. Restricted Contributions

FY 88

$ 50 11 23

$84 ----$160 ----

FY 89

$ 40 35

8 $83 --------

Restricted contributions represent amounts designated by the donor to be expended for specific activities, functions, programs or types of expenditures.

The following is a summary of the restricted

DESCRIPTION

Computer Bowl (for educational purposes)

Siggraph SITES (HP) Education (Foundations) Collection/Exhibits

(Corporate)

FY 88

$ -35 30 12

8 m ---

contributions:

FY 89

$ 75 40 30 40

40 $225 ----

6. Memberships

THE COMPUTER MUSEUM NOTES (Cont'd)

FY 89 BUDGET

The following is a summary of the estimated number of members in the Museum:

Corporate Individual

7. Admissions

Total

FY 88

84 1,432

1,516 ------

FY 89

92 1,708

1,800 ------

Set forth below are the att~ndance levels and average revenue per visitor by year. A $.50 per visitor rate was implemented during FY 88. No increase is planned for FY 89.

Year

FY 85

FY 86 FY 87 FY 88 FY 89

# of Visitors Average Admissions Revenue per Visitor

34,000 (approx. 5 mos. due to move from Marlboro to Boston) 77,000 (actual) 77,619 (actual) 77,347 (forecast) 78,050 (budget)

$2.18 2.32 2.48 2.88 3.05

8. Museum Wharf Expenses

For the nine month period from July 1, 1987 through March 30, 1988, of FY 88 the 50% assessment of Museum Wharf operating expenses were funded by Digital. For the three month period from April 1, 1988 through June 30, 1988 of FY 88 the 50% assessment of Museum Wharf operating expenses were funded by the Museum.

The Museum has reached agreement with the Children's Museum under which The Computer Museum's assessment will be 40% rather than 50% of Museum Wharf operating expenses effective July 1, 1988. The FY 89 Budget reflects the 40% assessment all of which will be funded by the Museum.

THE COMPUTER MUSEUM NOTES (Cont'd)

FY 89 BUDGET

9. Capital Fund Contributions

Capital Fund revenues represent the amounts received from pledges. The FY 89 Budget includes anticipated receipt of capital campaign pledges made prior to FY 88 and the amounts received from new pl~dges made under Phase II of the Capital Campaign.

Pledges to the Capital Campaign for the last half of FY 87, all of FY 88 and thereafter are based on the approved Capital Campaign Fundraising Plan. Determination of the amount expected to be received from pledges under Phase II is based on a model which assumes 50% of the pledged amount is received in the year pledged, 25% received in the year after the pledge and the remaining 25% received two years after the year pledged. The amount determined based on this formula for FY 89 was further discounted by 30% reflecting an expected realization of 70%.

The following is a summary of amounts received and expected to be received from pledges to the Capital Campaign (Dollars in Thousands):

Fiscal Year Phase I

1987 $375 1988 155 1989 114 1990 95 1991 25 1992 7 1993 4 1994

$775

Phase II

$ 192 395 655 479 717 989 508 324

$4,259

Exhibits

$ 299 126 400 250

$1,075

Total

$ 866 676

1,169 824 742 996 512 324

$6,109

EXHIBIT B

The Computer Museum Capital Campaign

Confidential

. Closes Pledges Phase I FY 84-87/1 160 3 311.000

Phase II FY 87/2 - Plan 12 580,000 FY 87/2 - Actual 1 1 310 250

FY 88 Plan 26 1,270 000 Fy 88 Plan + FY87 remainder 27 1 540,750 FY 88 Actual -June 15, 1988 22 1 148 351

Total FY 87/2 + 88 Plan 38 1.850.000 Total FY 87/2 + 88 Actual to 6/15/88 33 1.458.601

Unrestricted from Phase " 1 058 601 Restricted from Phase II 400 000

Total Campaign 193 4 768 601

2,000,000

1,800,000

1,600,000

1,400,000

1,200,000

1,000,000

800,000

600,000

400,000

200,000

0

FY 1987 FY 1988

The Computer Museum Capital Campaign

Phase II June 15, 1988

FY 1989 FY 1990 FY 1991 FY 1992

• Pledge Goal

lSI Pledges Received

m New Donor Dollars

" I'

2748N

THE COMPUTER MUSEUM, INC.

Annual Meeting of the Members of the Corporation

MINUTES

June 17, 1988

I. Attendees: with a quorum in attendance, the

Annual Meeting of the Members of the Corporation was called

to order by J. William Poduska, Sr., Chairman. Other

Members in attendance were Gardner Hendrie, Joseph F.

Cashen, Gwen K. Bell, Lynda S. Bodman, David Donaldson,

William Foster, Robert W. Lucky, Laura Barker Morse,

James L. McKenney, Arthur P. Molella, David Nelson, Russell

Noftsker, Nicholas A. Pettinella, Jonathan Rotenberg,

Jean E. Sammet, Edward A. Schwartz, Naomi Seligman, Paul

Severino, Hal Shear, Irwin J. Sitkin, Ron Smart. Also

present was James S.

Davis, Clerk.

II. New Members and Directors: Ed Schwartz, Chairman

of the Nominating Committee, proposed the election of new

Members and Directors and upon motion, duly made and

seconded, it was

VOTED: That the following persons are hereby elected as

additional Members and Directors of the

Corporation, each person to serve in such capacity

commencing upon adjournment of the 1988 annual

meeting and continuing through the annual meeting

in 1992 and until his successor is duly elected

and qualified:

-2-

1- Jon Eklund

2. Edward Fredkin

3. Richard E. Greene

4. Theodore G. Johnson

5. J. William Poduska, Sr.

6. Mitchell Kapor

III. 6~w It:l.l/ljt~~/lj: Ed Schwartz proposed the election

of new trustees and upon motion duly made and seconded it

was

VOTED: That Koji Kobayashi and An Wang be elected as

trustees of the corporation.

IV. Election of Chairman: Upon motion duly made and

seconded it was voted that Gardner Hendrie is elected

Chairman of the Members and of the Board of Directors of the

corporation to serve from the commencement of the meeting of

the Board of Directors immediately following until the next

annual meeting and until his successor is duly elected and

qualified.

V. Minl.lte/lj of the La/ljt Meeting of the Membet:/lj: Upon

motion duly made and seconded it was

VOTED: To accept the minutes of the last meeting of the

Members of the corporation as previously

circulated to the Members and the Board of

Directors.

-3-

VI. Adjournment: There being no further business to

come before the meeting, upon motion, duly made and

seconded, it was

VOTED: To adjourn

Adjourned.

A true copy.

Attested:

\ ' Digital Equipment Corporation 111 Powdermill Road Maynard , Massachusetts 01754-1418 508 .897.5 111, TWX 710.02 12 Telex 94.845

EXPRESS MAIL

November 21, 1988

Mr. Joseph F. Cashen, Executive Director The Computer Museum Inc. 300 Congress Street Boston, Massachusetts 02110

Dear Mr. Cashen:

Attached for review by The Computer Museum is a proposed Amendment and Extension of Sub-Sublease.

We would appreciate it if you would review the attached amendment and circulate it to the Museum's advisers, as you deem appropriate . please feel free to call me with any comments or questions .

Very truly yours,

L .. . '-] 'l~

<):t'/U

I Gail S. Mann Senior Attorney

GSM:sel Attachment

cc : Nancy Dube Steve Lindsay Dick Stewart

NOV 21 '88 11:08 ROPES & GRRY

AMENDMENT AND EXTENSION or SUB-SUB

This Amendment and Extension of Sub-subl of ootober 31, 1988 by and among DIGITAL EQUI CORPORATION ("DEC"), a Massachusetts corporat address at 146 Main street, Maynard, Massachu COMPUTER MUSEUM INC. (I'Compmus"), a Massachus corporation havinq an address at 300 Congress Massachusetts 02110, and THE CHILDREN's MUSEU a Massachusetts non-profit corporation having 300 conqress Street, Boston, Massachusetts 02

WHEREAS, pursuant to a certain Sub-Suble Agreement (the "Agreement") dated March 30, 1 sub-subleased to Compmus, and granted Compmus purchase, DEC's leasehold interest in the Pre rights in the Common Area of the Entire Premi therein more particulary defined, relating to Museum Wharf, so-'called, at 300 Congress stre Massaohusetts; and

WHEREAS, the Agreement, as extende~ by c agreements, was to expire October 31, 1988, a Compmus have agreed to an extension of the te Agreement for an additional five years and to amendments to the Agreement; and

WHEREAS, TCM wishes to oonsent to said Amenament of the Agreement;

NOW THEREFORE, in consideration of the mutual covenants herein contained and other 9 consideration the receipt and sufficiency of acknowledged, the parties hereby agree as fol

1. There is hereby added to section 2 a second paragraph as follows:

"This lease is subject an~ sulJordin Master Lease and the $ublease1 except as inconsistent with the terms of this Aqre of the terms, covenants and conditions 0 Sublease shall be applioable to this Aqr the same force and effect as if DEC were Sublandlord under the Sublease and Compm subtenant thereunder, Compmus hereby aqr

DECE-128 DRAFT

11/9/88

se is made as NT

n having an tts 01754, THE ts non-profit treet, Boston,

INC. (IITCM"), n address at

e and 4, DEC has n option to ses and DEC's s, all as portion of

, Boston,

tain letter DEC and of the

ertain

and

mises, the d and valuable ich are hereby

the Agreement

e to the ay be ent, all the ment with he

were the in; that

P.2

it shall, except to the extent inconsist this Agreement, keep and perform all of covenants ana conditions of subtenant un Sublea •• and shall neither do nor permit anythinq which would cause the Sublease terminated. or forfeited pursuant to any thereof."

2. The term of the Aqreement (see sect Lease") of the Agreement) as previously exten letter agreements, is hereby further extended additional period ot tive years commencing wi hereof and expiring, unless sooner terminated provision of the Agreement, as amended hereby, 1993. said l.tter agreements are no longer a effect and are not part of the Agreement.

3. There is hereby added to the Aqreem section 4A as follows:

"4A. or before August 1 annually Compmus shal a statement, certified by an officer of any ana all months durinq the immediatel fiscal year (July 1 through June 30) for and cash equivalents, as reflected in th Compmus monthly financial statements, wa $100,000 (hereinafter, a IIcash shortfall' by a general report from compmus to DEC activities of Compmus during such fiscal management structure, exhibit developmen reports, marketing, fundraising strategi campaign status and such other matters a reasonably request by at least thirty (3 written notice to Compmus. Compmus shal practicable but in all events on or befo annually, submit to DEC financial statem substantially similar as to form and con provided for fiscal year 19S8, for the i preceding fiscal year, prepared in accor generally accepted accounting principles applied and certified by independent car accountants reasonably acceptable to DEC, statements shall include an identificati all months during such fiscal year for w cash shortfall. In addition, Compmus sh advise DEC if at any time there exists a for any month, ana shall provide DEC at request, with copies of any Compmus mont

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t with e terms, r the o be done be

ovisions

n 4 ("Term of d by certain or an the date

ursuant to any on October 31, any force or

new

On DEC

mpmus, as to preceding hich the cash applicable less than , accompanied to the

ear, including and program I capital DEC may days I prior as soon as November 1

ts , nt to those ediately nee with onsistently fied public which of any ana

ch there was a 1 promptly ash shortfall y time, upon y financial

r'.3

f

statements. If there were cash shortfal consecutive months during the immediatel fiscal year, DEC shall have the riqht an sole election, by written notice to Comp september 1 if euo~ cash shortfalls were Compmus to DEC on or before the precedin such officer's statement or otherwise, a shortfalls were not so disclos.d, by wri Compmus on or before the date which is s after such certified financial statement to cancel ana terminate the Agreement. termination shall be effective on the 00 immediately followinq such termination n later, thirty (30) days after such termi in which event the term of the Agreement such effective date with the same effect effective date were the date originally the expiration of the term of the Aqreem

4. section 5 ("option to Purchase"l is by deletinq the second paragraph thereof ana following therefor:

t'The purchase price for such leaseh shall be Two Million Four Hundred Fifty­Seven Hundred Sixty-five and 69/100 Doll $2,457,765.69), plus the sum of all paym or have been made by DEC (i) subsequent pursuant to the Sublease for Basic Rent, Rent, ana unamortized capital portions 0 costs, (ii) subsequent to June 30, 1988, improvements exclusively and directly to and (iii) pursuant to paraqraph 1S of th § 13(b) hereof. Payment of the purchase in oash."

5. seotion 7 ("Rent .. ) of the Aqreement deleted in its entirety and the following sub therefor:

117. Rent. compmus shall pay to DEC written instruction directly to TCM, wit to DEC) as rent under and for this Agree ten (10) days before the same is due fro subtenant to TCM as Sublandlord under th amounts payable as Basic Rent, Supplemen additional rent by DEC as Subtenant unde including, without limiting the generali foregoing, DEC's share as Subtenant of 0

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for any two preoeding' option, at its II on or before isolose4 by Auqust 1 by if such oash

en notice to y (60) days

are received, y such ber 31 ice, or, if tion notice, hall expire on s if such eeified for

eraby amended betitutinq the

d interest ven Thousand," s ts as may be April 1, 1988

upplemental Operating or capital he premises, Sublease and rice shall be

.. hereby ituted

or at DEC's a copy thereof nt, at least DEC as Sublease, all 1 Rent and the Sublease, of the

rating Costs

payable under paragraphs 6(a) and (b) of he Sublease and of taxes and other amounts payable ur er paragraph 6(d) of the Sublease."

Subsections 9(a) and 9(q) of the Aqreemet deleted in their entirety.

6. There is hereby added.in seotion lac Agreement, after the words Iland. shall continue line thereof the words "for ten (10) days afte Compmus of suoh failure in the event ~uoh fail any payment required to be made by Compmus anc

are hereby

) (i) of the in the fourth notice to

re is to make otherwise II

7. TCM consents to and approves and, tc the limited extent applicable, aqrees to be bound by the t rms and provisions of the Aqreement as amended hereby.

Except as amended hereby, the Agreement c ntinues in full torce and effect as written.

IN WITNESS WHEREOF, the parties have caue presents to be executed and delivered in theiI behalf by their respective officers hereinbelc hereunto duly authorized as a sealed instrumer. and year first above written.

THE COMPUTER MUSEUM,

By:

Title:

a these names ana named and as of the day

NC.

DIGITAL EQUIPMENT COF ORATION

By:

Title:

THE CHILDREN'S MUSE~ INC.

By:

Title:

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The Computer , ~~"S:~l Boston, MA 02210

(6 17) 426-2800 January 30,1989

Ms. Gail S. Mann Senior Attorney Digital Equipment Corporation III Powdermill Road Maynard, MA 01754

Deal' Gail :

Enclosed are the copies of the Amendment and Extension of the Sub­Sublease which I have executed on behalf of The Computer Museum. All of us at the Museum are very pleased that this process has been worked through to signed documents. I personally want to thank you for your efforts in moving the project along in an appropriate manner.

In your January 26th covel' letter, you state that the amendment merely confirms the pass- through of all operating costs for which Digital is responsible under its sublease with Childrens, as such sublease is currently in effect and as it may be amended in the future. As you know the sublease refers to a 50/50 split of oper ating costs between the two parties and the current 60% (Children's)/ 40% (Computer Museum) agreement is documen t ed in a separate letter. The two museums are now in the process of updating that letter and it is my understanding that continued agreement on The Computer Museum paying less than 50% of the costs will not be effected by the sublease wording.

Paragraph 5 of the ammendment discusses rent. Based on verbal direction from Digital last March, we have paying the rent directly to TeM rather than to Digital as this paragraph describes. We plan to continue handling it this way unless Digital informs us they want the process changed.

Thank you again for all your help in bringing the amendment to cUlmination. It is really appreciated.

JFC/vf Enclosure

cc: M. Allio G. Hend.rie E. Schwal'tz

Sincerely, fJGij' )

,. , !

~c~,.) ~ ~ C~;/~ Josep~ ~;;~en Execufive Director

EXPRESS MAIL

January 26, 1989

Mr. Joseph F. Cashen, Executive Director The Computer Museum Inc. 300 Congress Street Boston, Massachusetts 02110

Mr. Kenneth Brecher, Director The Children's Museum, Inc. 300 Congress Street Boston, Massachusetts 02110

Dear Messrs. Cashen and Brecher:

Enclosed are counterpart execution copies including multiple signature pages, of the Amendment and Extension of Sub-Sublease. I would appreciate it if you would execute the signature pages where indicated and return them directly to me in the envelope provided. I am circulating the document in counterparts to expedite the process of completing execution of the amendment. Upon receipt of the executed signature pages from each of you and on behalf of Digital, I will furnish you with a fully executed agreement for your records.

Kathy Murphy, the Children's Museum's attorney, has asked me to confirm that by consenting to the amendment the Children's Museum is not consenting to any amendment of Digital's sublease with it, specifically with reference to operating costs. As I have discussed with both of you, the operating costs should be handled separately. The amendment merely confirms the pass-through of all operating costs for which

Digital EquipmeIH Corpor:Hion III Powdt:rmill RO:ld . .\Iarn:m.l . .\1:1ss:lchus<.:[[S OI75'i.J.i Iii

Telcphonc:6I-.H97';III. TWX 71O.)·P.02I2. Telex 9·i.H·i57

Digiral Equipment Corporatioll

Page 2

Digital is responsible under its sublease with the Children's Museum, as such sublease is currently in effect and as it may be amended in the future.

If you have any questions, please call me.

Very truly yours,

v'I I~ / LI')!.tt

dail S. Mann Senior Attorney

GSM:sel Attachment

cc: Nancy Dube Dick Stewart Kathryn C. Murphy, Esq.

AMENDMENT AND EXTENSION OF SUB-SUBLEASE

This Amendment and Extension of Sub-sublease is made as of October 31, 1988 by and among DIGITAL EQUIPMENT CORPORATION ("DEC"), a Massachusetts corporation having an address at 146 Main Street, Maynard, Massachusetts 01754, THE COMPUTER MUSEUM INC. ("Compmus"), a Massachusetts non-profit corporation having an address at 300 Congress Street, Boston, Massachusetts 02110, and THE CHILDREN'S MUSEUM, INC. ("TCM"), a Massachusetts non-profit corporation having an address at 300 Congress Street, Boston, Massachusetts 02110.

WHEREAS, pursuant to a certain Sub-Sublease and Agreement (the "Agreement") dated March 30, 1984, DEC has -sub-subleased to Compmus, and granted Compmus an option to purchase, DEC's leasehold interest in the Premises and DEC's rights in the Common Area of the Entire Premises, all as therein more particulary defined, relating to a portion of Museum Wharf, so-called, at 300 Congress Street, Boston, Massachusetts; and

WHEREAS, the Agreement, as extended by certain letter agreements, was to expire October 31, 1988, and DEC and Compmus have agreed to an extension of the term of the Agreement for an additional five years and to certain amendments to the Agreement; and

WHEREAS, TCM wishes to consent to said Extension and Amendment of the Agreement;

NOW THEREFORE, in consideration of the Premises, the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. There is hereby added to section 2 of the Agreement a second paragraph as follows:

"This lease is subject and subordinate to the Master Lease and the Sublease; except as may be inconsistent with the terms of this Agreement, all of the terms, covenants and conditions of the Sublease shall be applicable to this Agreement with the same force and effect as if DEC were the Sublandlord under the Sublease and Compmus were the Subtenant thereunder, Compmus hereby agreeing that it shall, except to the extent inconsistent with this Agreement, keep and perform all of the terms, covenants and conditions of Subtenant under the Sublease and shall neither do nor permit to be done

anything which would cause the Sublease to be terminated or forfeited pursuant to any provisions thereof. II

2. The term of the Agreement (see section 4 ("Term of Lease") of the Agreement) as previously extended by certain letter agreements, is hereby further extended for an additional period of five years commencing with the date hereof and expiring, unless sooner terminated pursuant to any provision of the Agreement, as amended hereby, on October 31, 1993. Said letter agreements are no longer of any force or effect and are not part of the Agreement.

3. There is hereby added to the Agreement a new section 4A as follows:

"4A. Annual Reports: DEC Option to Terminate. On or before August 1 annually Compmus shall submit to DEC a statement, certified by an officer of Compmus, as to any and all months during the immediately preceding fiscal year (July 1 through June 30) for which the cash and cash equivalents, as reflected in the applicable Compmus monthly financial statements, was less than $100,000 (hereinafter, a "cash shortfall"), accompanied by a general report from Compmus to DEC as to the activities of Compmus during such fiscal year, including management structure, exhibit development and program reports, marketing, fundraising strategies, capital campaign status and such other matters as DEC may reasonably request by at least thirty (30) days' prior written notice to Compmus. Compmus shall, as soon as practicable but in all events on or before November 1 annually, submit to DEC financial statements, substantially similar as to form and content to those provided for fiscal year 1988, for the immediately preceding fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and certified by independent certified public accountants reasonably acceptable to DEC. In addition, Compmus shall promptly advise DEC if at any time there exists a cash shortfall for any month, and shall provide DEC at any tim'e, upon request, with copies of any Compmus monthly financial statements. If there were cash shortfalls for any two consecutive months during the immediately preceding fiscal year, DEC shall have the right and option, at its sole election, to cancel and terminate the Agreement: (a) by written notice to Compmus on or before September 1 if such cash shortfalls were disclosed by Compmus to DEC on or before the

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preceding August 1 by such officer's statement or otherwise, or (b) if such cash shortfalls were not so disclosed but (i) are reflected or otherwise noted in such certified financial statements,or (ii) are otherwise identified, by written notice to Compmus on or before the date which is sixty (60) days after such certified financial statements are received or such other identification is made, whichever is later. Any such termination shall be effective on the October 31 immediately following such termination notice, or, if later, thirty (30) days after such termination notice, in which event the term of the Agreement shall expire on such effective date with the same effect as if such effective date were the date originally specified for the expiration of the term of the Agreement.

4. section 5 ("Option to Purchase") is hereby amended by deleting the second paragraph thereof and substituting the following therefor:

"The purchase price for such leasehold interest shall be Two Million Four Hundred Fifty-seven Thousand, Seven Hundred Sixty-five and 69/100 Dollars $2,457,765.69), plus the sum of all payments, to the extent not previously reimbursed in full to DEC by Compmus, as may be or have been made by DEC (i) subsequent to April 1, 1988 pursuant to the Sublease for Basic Rent, Supplemental Rent, and unamortized capital portions of Operating Costs, (ii) subsequent to June 30, 1988, for capital improvements exclusively and directly to the Premises, and (iii) pursuant to paragraph 18 of the Sublease and § 13(b) hereof. Payment of the purchase price shall be in cash."

5. section 7 ("Rent") of the Agreement is hereby deleted in its entirety and the following sUbstituted therefor:

"7. Rent. Compmus shall pay to DEC (or at DEC's written instruction directly to TCM, with a copy thereof to DEC) as rent under and for this Agreement, at least ten (10) days before the same is due from DEC as Subtenant to TCM as Sublandlord under the Sublease, all amounts payable as Basic Rent, Supplemental Rent and additional rent by DEC as Subtenant under the Sublease, including, without limiting the generality of the foregoing, DEC's share as Subtenant of Operating Costs payable under paragraphs 6(a) and (b) of the Sublease and of taxes and other amounts payable under paragraph

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6(d) of the Sublease. Notwithstanding the provisions of the preceding sentence, no amendment to the Sublease increasing any of such amounts payable by DEC as Subtenant thereunder and payable by Compmus pursuant to this §7 shall be binding upon Compmus, nor shall Compmus be liable for any such increases, without the prior consent of Compmus, which Compmus agrees shall not be unreasonably withheld or delayed."

Subsections 9(a) and 9(g) of the Agreement are hereby deleted in their entirety.

6. There is hereby added in section 18(a) (i) of the Agreement, after the words "and shall continue" in the fourth line thereof the words "for ten (10) days after notice to Compmus of such failure in the event such failure is to make any payment required to be made by Compmus and otherwise"

7. TCM consents to the terms and provisions of the Agreement as amended hereby.

Except as amended hereby, the Agreement continues in full force and effect as written.

IN WITNESS WHEREOF, the parties have caused these presents to be executed and delivered in their names and behalf by their respective officers hereinbelow named and hereunto duly authorized as a sealed instrument as of the day and year first above written.

THE COMPUTER MUSEUM, INC.

By:

Title:

DIGITAL EQUIPMENT CORPORATION

By:

Title:

THE CHILDREN'S MUSEUM, INC.

By:

Title:

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