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A SELECTIVE MICROFILM EDITION

PART III
(1887-1898)

Thomas E. Jeffrey
Microfilm Editor

Gregory Field
Theresa M. Collins
David W. Hutchings
Lisa Gitclman
Leonard DcGraaf
Dennis D. Madden

Mary Ann Hellrlgel
Paul B. Israel
Robert A. Rosenberg
Karen A. Detig
Gregory Jankunls
Douglas G. Tarr

Reese V. Jenkins
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, Maryland
1993

THOMAS A. EDISON PAPERS

Reese V. Jenkins
Director and Editor

Thomas E. Jeffrey
Associate Director and Microfilm Editor

Robert A. Rosenberg
Managing Editor, Book Edition

Helen Endick

Assistant Director for Administration

Associate Editor
Paul B. Israel

Research Associates
Theresa M. Collins
David W. Hutchings
Karen A. Detig

Assistant Editors
KclthAuNlcr
Grcgory Field
Lisa Gitclman
Martha J. King

Secretary

Grace Kurkowski

Gregory Jankunis

Student Assistant
Bethany Jankunis

BOARD OF SPONSORS

Rutgers, The State University of
New Jersey

Francis L. Lawrence
Joseph J. Seneca
Richard F. Foley
Rudolph M. Beil

New Jersey Historical Commission
Howard L. Green

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

EDITORIAL ADVISORY BOARD

James Brittain, Georgia Institute of Technology
Alfred D. Chandler, Jr., Harvard University
Neil Harris, University of Chicago
Thomas Parke Hughes, University of Pennsylvania
Arthur Link, Princeton University
Nathan Reingold, Smithsonian Institution
Robert E. Schofield, Iowa State University

CORPORATE ASSOCIATES

William C. Hittinger (Chairman), RCA Corporation
Edward J. Bioustein, Rutgers, The State University of New Jersey *
Cees Bruynes, North American Philips Corporation
Paul J. Christiansen, Charles Edison Fund
Philip F. Dietz, Westinghouse Electric Cotporation
Roland W. Schmitt, General Electric Corporation
Harold W. Sonn, Public Service Electric and Gas Company

FINANCIAL CONTRIBUTORS

PRIVATE FOUNDATIONS

The Alfred P. Sloan Foundation
Charles Edison Fund
The Hyde and Watson Foundation
Geraldine R. Dodge Foundation

PUBLIC FOUNDATIONS

National Science Foundation
National Endowment for the Humanities
National Historical Publications and
Records Commission

PRIVATE CORPORATIONS AND INDIVIDUALS

Alabama Power Company
Amerada Hess Corporation
Anonymous
AT&T

Atlantic Electric

Association of Edison Illuminating
Companies, Inc.

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

Consumers Power Company
Coming Glass Works Foundation.
Duke Power Company
Entergy Corporation (Middle South
Electric Systems)

Exxon Corporation
Florida Power & Light Company
General Electric Foundation
Gould Inc. Foundation
Gulf States Utilities Company
Idaho Power Company
International Brotherhood of Electrical
Workers

Iowa Power and Light Company

Mr. and Mrs. Stanley H. Katz
Matsushita Electric Industrial Co., Ltd.
McGraw-Edison Company
Minnesota Power
New Jersey Bell
New York State Electric & Gas
Corporation

North American Philips Corporation
Philadelphia Electric Company
Philips International B.V.

Public Service Electric and Gas
Company
RCA Corporation
Robert Bosch GmbH
Rochester Gas and Electric
Corporation

San Diego Gas & Electric
Savannah Electric and Power Company
Schering-Plough Foundation
Texas Utilities Company
Thomas & Betts Corporation
Thomson Grand Public
Transamerica Delaval Inc.
Westinghouse Educational 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 primarily of agreements and other legal
documents, along with some related items such as correspondence, financial
documents, and litigation records. The documents appear in three subseries:
(1) Hariy F. Miller File; (2) Richard W. Kellow File; and (3) Miscellaneous
Legal File.

The first two files were maintained by Edison’s secretaries or by officials
in his companies. The Miscellaneous Legal File contains documents of a
similar character, not part of any formal legal file, which have been gathered
and organized as part of the files of the Legal Department of Thomas A.
Edison, Inc.

Hariy F. Miller began his association with the Edison laboratory in 1888
in the office of John F. Randolph. In 1908 he succeeded Randolph as Edison’s
private secretary. Miller also served as an official in several Edison companies,
including the National Phonograph Co. and Thomas A. Edison, Inc. Most of
the documents in the Miller File date from the nineteenth century.

On the other hand, the majority of items in the Richard W. Kellow File
were generated during the first three decades of the twentieth century. For
much of this period, Kellow served as secretary of Thomas A. Edison, Personal
Interests, which was a division of Thomas A. Edison, Inc. The few significant
documents in the Kellow File that relate to the period 1887-1898 have been
filmed, along with other important items from the period 1879-1886.

It is not uncommon for multiple copies or variant versions of the same
document to appear in both the Harry F. Miller File and the Miscellaneous
Legal File. Occasionally, multiple copies or variants can also be found within
a particular file. In addition, many agreements and other legal documents were
subsequently reproduced as exhibits in court cases (see Litigation Series). For
most legal documents, the signed original (if available) has been filmed. If a
signed original cannot be found, the copy that most closely approximates the
final document (generally the court exhibit) has been filmed. Drafts have also
been filmed whenever they are in Edison’s hand and in cases where there are
significant variations between a draft and the final document.

Documents of a legal or quasi-legal nature also appear in numerous
other series on the microfilm. Memoranda by Edison regarding proposed

contracts, along with drafts in his hand that possibly were never drawn up into
formal agreements, are filed in the Document File. Correspondence between
Edison and his attorneys can also be found in the Document File and in the
Letterbook Series. A number of agreements and other legal documents
involving Edison and members of his family appear in the Family Records
Series. Agreements and other legal documents relating to the New Jersey and
Pennsylvania Concentrating Works and to other Edison companies appear in
the Company Records Series. Records pertaining to the law practice of
Edison’s attorney, Alexander Elliott, Jr., can be found in the Alexander Elliott,
Jr., Papers (Special Collections Series).

HARRY F. MILLER FILE

The documents in this file cover the years 1870-1929, but the major
portion dates from the nineteenth centuiy. The documents were originally filed
in 122 envelopes. These envelopes were arranged in neither chronological nor
topical order; the items within the individual envelopes also lacked
chronological or topical organization. The documents were subsequently
rearranged in chronological order.

The material for the years 1887-1898 consists primarily of contracts and
agreements, assignments and licenses, powers of attorney, deeds, bonds,
mortgages, and other legal documents. Often these items are in the form of
drafts or fair copies. Included also are correspondence, often from attorneys;
occasional caveats and other patent-related documents; financial documents
such as bank notes, stock certificates, accounts, bills, and receipts; and various
company records, such as minutes of meetings, reports, and memoranda. In
addition, there are occasional affidavits, transcripts of testimony, and other
litigation records.

The documents relate primarily to electric lighting, the phonograph, ore
milling, electric traction, and telegraphy. There are many items pertaining to
the Edison Ore Milling Co., the New Jersey and Pennsylvania Concentrating
Works, the Edison United Phonograph Co., the North American Phonograph
Co., the Edison General Electric Co., and other Edison companies. Among the
documents for 1889 are testimony and other litigation records relating to
Edison’s controversy with Ezra T. Gilliland and John C. Tomlinson. Family-
related legal items, especially regarding Thomas A. Edison, Jr., are also
included.

Approximately 70 percent of the documents for the years 1887-1898 have
been filmed. Many of the unfilmed items are duplicates or variant versions of
other documents in the Miller File or elsewhere. Some documents were not
filmed because they merely duplicate the information in selected material.
There is also a substantial amount of unfilmed material relating to the
personal finances and business enterprises of Alfred O. Tate and Harry F.
Miller. Other categories of documents not filmed include: agreements and
correspondence with users of the Edison Phonoplex System of Telegraphy;
other contracts and agreements not involving Edison or his interests; leases on
mining properties and other routine property documents; deeds of release and
other routine items relating to the New Jersey and Pennsylvania Concentrating

Works and the law practice of Alexander Elliott, Jr.; routine proxies and
powers of attorney; letters regarding ore samples sent to Edison; routine items
pertaining to stock holdings, stock transfers, and other financial matters;
receipts for taxes paid on foreign patents; other routine receipts; printed
patents; boiler inspection reports, telephone service contracts with the New
York & New Jersey Telephone Co., and other routine items relating to the
West Orange laboratory or Glenmont; letters of transmittal without enclosures;
and other non-substantive letters. Also not filmed are the brief summary sheets
accompanying each envelope and the envelopes themselves.

HARRY F. MILLER FILE

1887

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

A3STRA0T OF II I H

- 0 g -

ALL that tract or parcel of land, and premises
situate in West Orange in the County of Essex and State of
New Jersey, to wit BEGINNING at the Northeasterly

corner of Valley Road and Lakeside Avenue, thence along
said Lakeside Avenue Easterly four hundred and fifty (450)
feet ; thence at right angles with Lakeside Avenue Northerly
two hundred and four feet and forty hundredths of a foot
204.40 ft.) ; thence along the rear line of lots fronting
on Alden Street Northwesterly four hundred and fifty-two
feet and thirty-nine hundredths of a foot (452.39 ft.) to
the Easterly side of Valley Road ; thenc e along the same
Southwesterly one hundred and ninety-two feet and fifty-
eight hundredths of a foot to the BEGINNING, Being lots 1
to 9 inclusive in Block P. on Map No.l of Property of
D.N. Ropes.

1

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[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

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[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

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[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

c_

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[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

/, BENJAMIN F. LEE, Clerk of the Supreme Court of the State of New Jersey , !..

Iicrcbji tcriijjg, that I have searched the records of said Court, and do not find made up
of record or docketed therein, any Judgment, Attachment, or Decree from Chancery

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

States, *n</ j&i ^ District of New Jersey ,

</*™Sqfa***Ay*

yfC-^o Oo^y-

- S&&Z&

Y6&7

. CLERK.

[DOCUMENTS RELATING TO EDISON’S WEST

ORANGE PROPERTY]

« m mkft m.

##*■*■* ' %€t9

District of fgl

I, S. Duncan Oumiant, dork of the Circuit Court of tho United States in and for the District oi
New Jersey, in the Third Circuit, do hereby certify that 1 have searched the Records of the said Court,
and that I do not find remaining or unsatisfied of record, any Judgment, Decree, or other Lion, against

eighty -

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

[ATTACHMENT]

$th,te of . . )

doilljtv^ of. . . ' . j SS‘

&d4-<?X'yv- - °f ^,e bttrurpu} Jlf£> />■£ ^Zk^CfsO. Stated

being duly sworn, says that jfib. - - - // the Mortgagor to

Site Wfaturt SCift g/ngurit»cc ffmmmmi of H«v qiorlt, to secure a loan of $ <£<rrrv -

by (Bond and Mortgage, dated the tUe&ZuZtffi - day of (Sffitiffor - 18

X further says that the premises embraced in the said Mortgage have been held

' - and preceding owners from whom

he derives title for the period of twenty years last past and upward, and that said possession has
been peaceable and undisturbed, and that the title has never been disputed or questioned to his
knowledge or belief ; nor does deponent know any facts by reason of which said possession or title
might be disputed or questioned, or by reason of which any claim to any part of said property,
or to an undivided interest therein adverse to deponent, might be set up or made; that the said
mortgaged premises arc free and clear from all incumbrances of every nature and sort whatever,
recorded or unrecorded, except the Mortgage above mentioned.

(Deponent further says, that there are no judgments against him unpaid or unsatisfied

of record docketed in the Office of the Olerk of the County of -

or in the Offices of the Clerks of the United States Courts fomlhe /j „

(District of O'sCMeZ/a, Jl&d;ffand iftafno^pfocccdings i^lhinhfiftcy^uwe.

ever been instiyUcd against him in any Court or before any officer of any State or of the United States.

(Deponent further says, that he is now in possession of the said premises, which are the
same premises described, in the application and mortgage to said Company for a loan; and he

further says, that ec/ - citizen of the age off^h&z£y-sr^ _ years,

and upwards, and married to d&^fUoro — - _ who is

the same person who has executed said Mortgage, with deponent, and who is over the age of
twenty-one years.

(Deponent further says, that all the statements and representations in this affidavit contained
arc made in order to induce the making of the aforesaid loan. _

Sworn this -2./^, day )

of LrxxZrtf^ is (-7 before me. )

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

State of .

County of . /

^■iurLua^ Jr! &c^c _

being duly sivoru, says that i fu fa _

SUc jUfitiml gift gnaurmifc fflomimiiy of Dew

by Bond and Mortgage, dated the dio-Tuty

- He further says that the prank

by —

he derives title for the period of twenty re
been peaceable and undisturbed, and that
knowledge or belief; nor does deponent kirn
might be disputed or questioned, or by rea
or to an undivided interest therein adverse
mortgaged premises are free and clear fro,
recorded or unrecorded, except the Mortgage

of the<=CbuntyfLCfJ < ,

Ijyovli, to secure a loan of $ & 600 0 , _ _ _

-dUnuti-day of 9ksXtp. - - - t8 f 3 s.

s‘s emb’™d * the said Mortgage have been held
and preceding otvners from whom
■ars last Past and upward, and that said possession has
the title has never been disputed or questioned to his
w any facts by reason of which said possession or title
tson of which any claim to any part of said property,
e to deponent, might beset up or made; that the said
m all incumbrances of every nature and sort whatever,

fts***- m- - .... - — /„« „„p.u „ MUfild

of record docketed in the Office of the Clerk of the County of __________

the Offices of the Clerks of the United States Courts for the f _

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HISS!**" "=>•■ " — •'» Mmm »/ m memrnm, M.

frm «*•'"“ ~««r< « me c.„„v M „

further says, that Xc. « - - ciHzen of the age of rCti^cU^ ^ _

and upwards, and -be married to /$W _ _ **

thC mmC PerS°H Wh° haS CMd Mid M^agc, with depottent, and who is over the Tc
twenlv-one vmr, A

twenty-one years. _ _

Deponent funl tys. that all th tin t ad p entations in this af

are made in order to induce the making of the aforesaid loan. _ _

Sworn this -1 ? & , day) "

of 18 before

m6'

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

[ATTACHMENT]

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

[ATTACHMENT]

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

[ATTACHMENT]

^EW ^EI^SEY ^UPREME Court.

Stephen J, Mosher surviving partner In Case'. On, Post ea.

( C ’ ^ A

&c of David 'A . Meoher I & Sonv- C . T . dqWenhoven , A^tbrney .

N ft/ (\u£ #/ '' H ! !S '

■y W • nVi Entered^Iovembe^ 15,1887.

Rdward T.cillilWnd <=nd Thomas A. Damages/ ^74.^5
Edisbn \Late partners &c as Gilli- ''W'poa'ts ¥ '

land & Co. \J l

‘‘ . . ..Clerk of the Supreme Court

of the State of New Jersey, hereby certify that I have searched the records of said
Court, and do not find made up of record, or docketed therein, any Judgment,
Attachment or Decree from Chancery against .

I, BENJAMIN F. LEE, Clerk of the Supreme Court of the State of New Jer¬
sey, hereby certify, that I have searched the Records of said Court, and do
not find made up of record or docketed therein, any Judgment, Attachment,
or Decree from Chancery against

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

[ATTACHMENT]

4P

DISTRICT OF

■Qeorqf. t. -CranmEr.

NEW JERSEY.

gpiH|gIp§§01M, of /Ae. District Court of the United

States , tn a»e/ ft District of New Jersey /On. AeteAy. cuAfe

cS Aansc dcatcAcaf /At &3eciHe/d of date/ ^ottt/ fom . . . X.'sfl./ff. £f... .(r^r. . .c

ad fAAtod^ -vef; ae?amd-t - - (^-y - ■ -■■■ -

( $ > (M - - -.

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

[DOCUMENTS RELATING TO EDISON’S WEST ORANGE PROPERTY]

NOT FILMED: ITEMS PERTAINING TO TITLE
SEARCH (APPROXIMATELY 35 PAGES)

Edison Lamp Company.

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Edison Lamp Company.

[ENCLOSURE]

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[ENCLOSURE]

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[ENCLOSURE]

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(a)

Mr. Ed is on: -

I beg to hand you herewith for your fiJes, Agreement
between Edison EJectric Li«-ht Co., Thomas A. Edison and Benjamin
E. Card.

Apri] 6th 1887.

E. S. Hastings.

per S.

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[LETTERS FROM FLORENCE LESTER TO ALFRED O. TATE]

The Edison Lamp Co.,

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AGREEMENT made this first day of July, one
thousand eight hundred and eighty-seven, by and between the
EDISON ELECTRIC LIGHT COMPANY, a corporation organized and ex¬
isting under the haws of the State of New York, being a Con¬
solidation of THE- EDISON ELECTRIC LIGHT COMPANY and the EDISON
COMPANY FOR ISOLATED LIGHTING and hereinafter called the
“■Light, Company", party of the first part, and the EDISON UNITED
MANUFACTURING COMPANY, a corporation likewise organized and
existing under the Laws of the State aforesaid, and herein¬
after called the "United Company" party of the second part,.

SiM, a certain Agreement was heretofore made
and entered into between the "United Company" and the said
Edison Company for Isolated Lighting, by the terms of which
the said Edison Company for Isolated Lighting assigned to the
said "United Company" its entire branch of business known as
Isolated Lighting, upon the terms and conditions in said con¬
tract mentioned, to which for greater particularity reference
is hereby made; AND

WHEREAS, the "United Company" are now desirous of
acquiring .the right, to contract, install and sell , small Cen¬
tral Station Incandescent Electric Light plants upon the terms
and conditions hereinafter stated, and are desirous of acquir¬
ing the right so to do from the said "Light Company"'.

— NOW IT IS. AGREED AS FOLLOWS • -

^FIRSTg The party of the first part hereby authorizes
and empowers the party of the second part to erect and con-
struct in Cities, towns and villages within the entire United
States of America, containing according to the last Census of

2

the United States, not over ten thousand inhabitants, Central
Station Incandescent Electric Light plants, and to sell the
same and the necessary devices and apparatus to be used there¬
in to individuals and Incorporated or joint Stock Companies
(other than regularly organized Edison Lighting Companies) for
cash,

SECOND. The United Company will procure all the incan¬
descent electric lamps it may handle or deal in in connection
with its business of Central Station Lighting as herein set
forth, whether for original installations or as renewal lamps
for new or old installations, from a certain corporation now
located at East Newark in the State of Hew Jersey, and known
as “The Edison Lamp Company* and agrees that as regards each
and every incandescent lamp sold by it for Central Station
Lighting as aforesaid, it will pay to the Light Company in
money the difference between the “United Company's" list price
of such lamps, as at present existing or as hereafter may be
established by the Light Company, and the ordinary and regular
cost, approved by the Light Company, at which such lamps are
from time to time billed by the Lamp Company to the "United
Company" after deducting from such difference a commission of
ten per cent on the price paid for said lamps by the "United
Company" to the Lamp Company, which commission is hereby al¬
lowed to the United Company in full compensation for handling
and selling said lamps and for assuming all risks of sales.

Settlements as regards lamps delivered each month shall
be made in cash by the "United Company" .with the Light Company
not later than four months thereafter, and the United Company^
selling price of lamps shall be regulated by the Light Company

3

from time to time in the Li ght Company's sole discretion; and
under no circumstances shall the United Company sell lamps at
any abatement or discount from the selling price as fixed by
the Light Company.

THIRD. In so far as the apparatus used in said Central
Station Incandescent Electric Light plants, other than lamps
is concerned, the United Company sfiall be allowed to sell the
same as low as shop prices, but not lower except by special
permission of the Light Con^any.

The "United Company" shall not lower the present stand¬
ards of work, efficiency and safety as the same are now sus¬
tained by the Light Company in connection with the business
herein authorized to be carried on by the said "United Com¬
pany" and in case any question or dispute shall arise as to
the same the decision of the Light Company shall be final and
binding upon the United Company.

Whereas , it is provided in the third paragraph
of the second article of the contract made between the United
Company and the Isolated Company, dated. the eighth day of
July one thousand eight hundred and eighty six, and hereinaf¬
ter referred to, that the United Company shall within thirty
days after the first day of January in each year prepare and
sunmit to the Isolated Company in writing, signed and verified
by its President and Treasurer, a statement showing the net
profit or loss of its business for the year, and shall within
thirty days thereafter, in the event of there having been a
net profit, pay to the Isolated Company such a sum as shall
be equivalent to one half of the said net profit. It is ex¬
pressly provided between the parties hereto that the statement

referred to in the contract aforesaid shall be made to cover
the entire business of the United Company, both Isolated and
Central Station Lighting; and that in case such statement
shall show a profit in its entire business for tho year the
“United Company" shall pay to the Light Company on amount
equivalent to one half of its said net profits. In the event
of any dispute arising between the parties hereto as to tho
said net profits, or to the amount thereof, it shall be loft
to arbitration as providod for in the twelfth section of what
are known as the "Shop Contracts" heretofore made between The
Edison Electric Light Company and the manufacturing Corpora¬
tions now or ordinarily known as the "Shops". Each year shall

stand by itself with regard to the adjustment of the result
of the business thereof.

FIFTH. As regards all existing guarantees touching the
efficiency and life of lamps and all other electrical sup¬
plies or apparatus heretofore made by The Edison Electric
Light Company or the Edison Company for Isolated Lighting, it
is agreed that the "United Company" shall not in any wise be
considered or become personally liable thereunder, but that
it shall use its best endeavours to assist the Light Company
in carrying out and fulfilling said guarantees, and will furn¬
ish and supply all labor, supplies and material that, may be¬
come requisite in that regard, and that may be asked for by
the Light Company at actual cost price, that is to say, with¬
out charging any profit or commission thereon.

SIXTH. The right and authority hereby conferred upon
the United Company to erect and install the Central Station
Incandescent Electric Light plants aforesaid, and to sell the

5

necessary apparatus and devices to be used therein or in con¬
nection therewith shall not bo deemed or construed in any way
to authorize the United Company to confer upon the purchasers
thereof the right to use the same; but the Light Company
agrees upon any contract for any pi’oposed sale or installation
being submitted to it, and the same meeting with its approval,
to authorize the vondee of the said United Company to use the
particular apparatus and devices so purchased in the particu¬
lar City, town or village, in which the said Central Station
Incandescent Electric Light plant is to be operated for the
purpose of Central Station Lighting, and will also license
the said vendee to use such methods, combinations and arrange¬
ments as are covered by Letters Patent owned by the Light
Company in the place and. for tho purpose aforesaid.

Nothing herein contained shall be deemed in any way to
prevent or prohibit the Light Company from granting licenses
under its patents to Companies now organized or to be here¬
after organized to operate Central Station Incandescent Elec¬
tric Light plants and the apparatus and devices used therein
in the Cities, towns and villages covered by this Agreement
or elsewhei-e; and whenever the Light Company organizes a lo¬
cal Company at any place whether containing a population of
over or under ten thousand inhabitants, according to the last
Census of the United States, all rights of the United Company
in such place shall cease and the Light Company shall have the
authoilty at any time to instruct the United Company not to
sell any incandescent electric light plant in any City, town
or village of under ten thousand inhabitants, and upon being
so instructed the United Company shall have no power to sell

6

Central Station Incandescent Electric Light plants or tho nec¬
essary apparatus and devices used therein for use in such
place.

SEVENTH. This contract and all privileges which the
United Company may acquire by reason hereof shall be subject
to any contracts which the Light Company or its constituent
Company may have heretofore made with other persons or corpo¬
rations, and any rights or privileges it or they may have con¬
ferred on other persons or corporations.

JISSL* This contract and all rights thereunder may be;
terminated by either of the parties hereto, by giving to the
other six months notice in writing, of its desire to terminate
the same, and upon the expiration of six months after the giv-

Iing of said notice this contract shall be and become void and
of no effect.

SMI!.* The United Company will and hereby does admit
the validity of all patents pertaining to the Edison system
of light, heat or power, v/hich the Light Company owns or may
own or acquire while this Agreement lasts, and the validity
and utility of the inventions therein described and claimed;
and hereby covenant whether this agreement continues or not,
and whether any adverse decisions in an action at law or a
suit in Equity on any of such patents shall have been render¬
ed or not, that they will not violate, infringe or contest
the validity of any of such patents during their several terms
of life as originally granted, or afterwards extended, or the
sufficiency of their specifications, or the validity of the
title of the Light Company to such patents or any of them, or
aid or encourage in so doing, save and except however, that
if any such patents shall have been adjudicated invalid in

t

7

any action at Law or in Equity, and tho Light Company shall
not have appealed therefrom, or if in tho event of such ap¬
peals the final adjudication shall have been adverse to the
validity of such patents or any of them, the United Company
will no longer be bound as above provided for to admit and
acknowledge the validity of such patent or patents thus advers.
ly adjudicated upon,

IN WITNESS WHEREOF the parties hereto have, by their
proper officers duly authorized therefor, set their hands
and seals tho day and year first above written.

Edison Electric Light Company
— by — Edv/*. H. Johnson.

President.

(Seal)

Attest;

F. S. Hastings.

Secy.

Edison United Manufacturing Co.

— by — Thos. A. Edison.

(Seal)

President.

P. II. Klein, Jr.

Attest;

MINUTES OP MEETING

of the Board of Trustees of the Edison Electric Light Comp
any of Europe, Limited, held at the office of the Company
No. 40 Wall Street New York July ISth. 1887.

Present: Mr. Thomas A. Edison, Mr. John C.
Tomlinson and Mr. Alfred 0. Tate Trustees.

President in the Chair.

It v/as moved by Mr. Tate that the bill of Mr. Tomlinson

for legal services amounting to §987. 48 be paid by the

Company, by issuing to him bonds of the Company at par
cuA '

or in cash, or a proportion of bonds cash.

The motion having been duly seconded was put and
carried.

It was moved by Mr. Tomlinson that bonds of the
Company be issued to Mr. Upton and the Edison Lamp Comp¬
any for expenses incurred by Mr. Upton in his European
trip to the amount of §900 .

The motion having been seconded was put and car ried|

Mr. Tate offered the following resolution and moved
its adoption:

resolved:

That the Treasurer of tlE Compary be and he
hereby is authorized to negotiate the note of the Edison
Lamp Company for §b000. at not over 12 per cent interest
or if the same cannot be done to borrow uon pledge of-- the
same such amount as can be obtained, btrt. not over that
rate to meet the obligations of the Compary. >

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FILMED: jZIZl lirrssS? betWeen Ed±SOn and the EdiSOn 0re MillinS c°-' Ltd.,

[ATTACHMENT]

S^Aem-aJ (o-<A'dfivi<

9&*—

Copy.

S. B. Baton, Ksq . ,

ISO Broadway, Mew York.

Dear Sir:-

I enclose herewith contract between Mr. Kdison and the
Kdison Ore Milling Co., Ti't'd., under date 14th day of October,
1887. When this contract was made, it was contemplated that Mr.

1 Kdison would conduct experiments for the purpose of perfecting

processes for the extraction of metals from ores, and that he
j would spend on these experimoits a sum not exceeding $25,000, which

• was to be repaid to him after his experiments resulted sucoess-

!■ fully. Since this o ontraot was executed, Mr. Kdison has given

i a great deal of attention to his Ore Milling prooestf, both for the

working of iron ores and ores containing precious metals. I beg
to oall your attention to the Fourth Clause of this oontract, a
j portion of which reads:-

| "In case he (Kdison) should succeed, however, in

| devising a practical system for the extraction

of precious metals from ores, tailings, gravel
I and other deposits, all moneys advanced by him

I for the purposes aforesaid shall be repaid by the

j Company &o. "

4 . •

[ATTACHMENT]

Referring more particularly t.o the words 'precious metals,"
quoted above, Mr, Edison has spent, a great deal of money in per¬
fecting: his Ore Milling process for iron concentration, and I
would like to know if under this agreement Mr, Edison has a right
to demand payment, from the Ore Milling Oo. for this work? The
oontraot soans to say that ho must perfect a process for the ex¬
traction of precious metals, but perhars a general construction
would cover the work above referred to.

Youitb v'ery truly,

(Signed) A. 0. Tate,

Private Secretary.

[ATTACHMENT]

, Office#

EATON & LEWIS /",^'^^'^<!'-'^(EquiTABLE BUILDING)

EUGbSe0hN LEWIS , - v

■y)w ./</•/ — J.une_27.th, 1889 .

A. 0. Tate, Esq.,

°/o Thomas A. Edison, Esq.,

Orange, N. J.

Dear Sir:-

Re Contract between Edison and the Edison Ore
Mining Co., Limited. Replying to your letter of the 20th inst.,
addressed to our Mr. Eaton, in which you call our attrition to the
contract dated October 14th, 1887, and certain special clauses
therein, and request to know whether, under this contract, Mr.
Edison has a right to demand payment from the Ore Milling Co., for
certain work, we beg to advise you as follows:

The third clause of the contract in question provides
that Mr. Edison -will make and prosecute with all reasonable speed
and diligence, froa and after the execution of this agreement, in¬
vestigations and experiments for discovering, devising and pro¬
curing the best and most profitable processes, apparatus, devices
and means for extracting metals from ores, tailings, gravel and
other deposits, «o. &o.«. Later on, in the same clause, the con¬
tract provides that -all costs and charges incurred or to be incur¬
red in the procuring of said Letters Patent or in the conduct of

[ATTACHMENT]

experimantsf are to be met and paid by the said Oonpany."

If the foregoing clause stood alone, there would be, of
course, no question that Ur. Edison would be entitled to immediate
repayment of the amount of money spent by him in perfecting the ore
milling process for iron concentration. The only question arises
under what seems to be an inconsistent reading, or a qualified
reading, in the fourth olause in the contract.

The fourth olause provides for an advance by Ur. Edison
to the Company of 2500 shares of the stock held by him, to be used
by the Conpany-for the purpose of defraying the expenses necessary
to be incurred in exploiting and developing its business." in tte
same clause, Ur. Edison agrees "that he will advance to the said
Company, fron time to time such moneys as m®r be necessary to meet
-its general expenses, to pay fbr the oost of experimsits and for
obtaining Letters Patent on inventions, made by him and assignable
to the said Company, and to construct a special laboratory for
the conduct and prosecution of said experiments", to the amount of
$25,000. There then follows a provision tint in case his/exrperi-
ments do not result successfully, he Bhall make no olaim on: the
Company for reimbursement of the amount so advanced by him fbr ex¬
perimental or patent purposes , and that , in such case, the amount
so advanced by him shall not be in any way regarded as a debt
of the Company1.

[ATTACHMENT]

3

It is then further provided that»in ease he should suc¬
ceed, however, in devising a practical system fbr the extraction
of the precious metals from ores, tailings, gravel and other de¬
posits, all moneys advanced by him for the purposes aforesaid,
shall be repaid by the Company", either in oa3h or Btock at the
Company's option.

We are of opinion that the last two provisions of tte
fourth clause above referred to do not exclude Ur. Edison frcm
making a claim for reimbursement for moneys spent by him in per¬
fecting the process for iron concentration. Unless the provision
in respect to precious metals is a substitute for all other pro¬
visions of the contract, it would not have the effect of barring
his claim growing out of other experiments, and we do not think
that the provision in question would be construed as being such a
substitute.

The contract might easily have been drawn to avoid any
such question, but upon the reading, as it stands, we believe tl»t
Mr. Edison's claim to reimbursement is a valid one, assuming tiat
the experiments suoh as he has made have resulted successfully.

./7

Yours truly,

1

AG R E E M E NT made this /IT day of October
1HH7 Between Thomas A. Edison of Llewellyn Park in the State
of New Jersey, party of thii first part, • uhd John B. Powell
of the City and State of Now York, party of the second part.

W I T N 'E S' S E T ‘HI : , ; ■ ...

FIRST: IN consideration- of One Dollar to him in

hand paid, the receipt whereof is hereby acknowledged, the
said Edison agree* to transfer artti assign to the said Powell
or such person or persons as he may designate, the entire
right, title and interest in and to a certain application
for Letters Patent of the United States, and the inventions
therein desoribed, filed 'by the said Edison in the United
■ States Patent Offioo on the 14t‘H day of June l«o7 for "An im¬
provement in the method and apparatus'-' for ' the production of
light0 the same being 'known -as' Soria! No. 241,J24U, and all
his right, title and'intorest in and to any Letters Patent
of the United States that uidy bo granted -thereon , upon the
said Edison being paid in consideration thereof, by the. said
'Powell or such persons 'aid 'he, the said Pov/ell, may rtireot,
tho assignment of 'the 'said application or-' Letters Patont, to.
not less- than tho sum bf One Hundred Thousand Dollars in oash
Prom the consideration received by the said Edison
for the assignment of said 'r application or Letters Patent, ho
agrees upon’ the rtfooipii'thereof “to pay to tiie said Powell for
his services in effecting said Sale forty por oontuip. thereof
in kind.

Oaid

It is understood and agreed that should the
Powell not suoeeed in effecting a sale of^aid applioa-

2 '

tion, or Letters patent; within six months from the date here¬
of unless such time has been extended by the said Edison in
writing, this oontraot shall bo null and void, and the said
Edison shall be under no obligation to sell the same to the
said Powell or such person's ‘as ho may designate, 'or in case
the said Edison after the expiration hereof makes any sale or
other disposition thereof, "ho shall be under no obligation
to pay to tho said Powell- rtnyr.proportion or share of the mon ¬
ies or things received in- consideration of such sale,

IN WITNESS WHEREOF, the parties have hereunto set

their hands and seals the day and year first above WRITTEN,

21 HIS A G R E E M E H T made this tenth day
of November, 1887, by and between the EDISON ELECTRIC LI (MIT
S2MPANY,, hereinafter called the Light Co., of the first part;
and BEROMAHH & COMPANY, of the second part; each being a cor¬
poration created and existing under tho laws of the State of
New York and having its principal office in the City of Now
York:

■ - W ITHBSSBT H:- _ _

jy_ h e r e a s the Light Go., and Bergmann & Co.,
have heretofore entered into a certain agreement dated Sept-
enber 1, 1884, wherein, in the second subdivision of the
tenth section thereof, it was provided that Bergtnann & Co.,

I would not while the said agreement lasted manufacture or sup¬
ply or allow others to manufacture or supply any fixtures,
except for the Light Co., and to its licensees, reference to
which agreement is now made for greater particularity; and
-ty—h e r e a s the Light Go., and Bergmann & Co.,
have heretofore entered into a certain other agreement dated
the 25th day of April, 1885, whereby the aforesaid provision
of the tenth section of the said agreement of September 1,
1884, was so amended as to prohibit Bergmann & Co., from man¬
ufacturing or supplying, or allowing others so to do, any soc¬
kets except to the licensees of the Light Co., the said pro¬
visions being more fully set forth in the first section of
the said agreement of April 25th 1885, reference to which is
now made for greater particularity; and

Whereas the Light Co., and Bergmann & Co.,

2

now propose oo still further alter and amend the tenth sec¬
tion of the said agreement of September 1, 1884, and the first
section of the said agreement of April 25th, .1885, so that, as
legards all fixtures, but not as regards sockets, Bergmann
& Co., shall be released from the restrictions imposed in the
said several sections of the two said contracts as aforesaid.

jj £ *n consideration of

the premises and of the mutual promises herein made, IT IS
HEREBY DECLARED AMD AGREED by find between the parties hereto
as follows, that is to say:

FIRST. By mutual consent, (a) the Second subdivision
of the Tenth Section of the agreement of September 1st, 1884,
is modified by striking out the words "but otherwise, Berg-
"mann & Co., will not, while this agreement lasts, manufacture
“or supply, or allow others to manufacture or supply, any fix-
"tures whatever, under said patents and licenses ali-e ady or
“hereafter acquired by them, except for the Light Co., and
jjrS licensees”; (b) and the Fourth subdivision of the same
section (as provided for in the First Article of the afore¬
said agreement of April 25th 1885) is cancelled, and the fol¬
lowing is substituted in place thereof

“Bergmann & Co., further agree that they will not,
“while this agreement lasts, manufacture or supply, or as¬
sist or allow others so to do, any sockets such as are now
"or may be hereafter used by the Li$it Co’., or its licensees,

“or have been or may hereafter be manufactured by Bergmann &
“Co., in connection with fixtures or otherwise, for or to any
“parties or corporations who may use, or may have agreed to
“use, or may contemplate: using, electricity for illuminating

I "purposes, except under license of the Light Co.; and notice
"from the Light Co., that such use is made or contemplated
"without license from the Light Co., shall be sufficient ev¬
idence that such unlicensed use has been agreed to or con¬
templated, it being the intent of this provision touching
“sockets, to resti’ict their sale exclusively to the purposes .
“of the Light Co., and its licensees, and to enable the Light
“Co., to control their sale; and Bergnann & Co., hereby rec¬
ognize the aforesaid intentions and agree to abide thereby,
“and will require like recognition and conformity from all
“their present and future licensees, and will for their on
“part in good faith, and will require that their licensees
“shall in like good faith, perform and carry out the provis¬
ions of this paragraph in such a way as fully to satisfy the
I “intent thereof".

IT IS HEREBY AGREED that nothing herein con¬
tained shall in any wise modify or affect the above mentioned
two contracts between the Light Co., and Bergmann & Co., save
and except as expressly set forth herein, and that in all
other respects, save and except as may be expressly provided
for in this instrument, the said contracts shall remain in
full force and effect in all respects the same as if this
agreement had never been made.

IN WITNESS WHEREOF the parties
hereto have severally caused these presents to be executed
by their officers thereunto expressly authorized, and their
respective corporate seals to be affixed and attested, at

If

AGREEMENT made November 25th, 1887,
between T. A. EDISON, THE EDISON LAMP COMPANY, and the
EDISON ELECTRIC LIGHT COMPANY (Successor to “THE EDISON
ELECTRIC LIGHT COMPANY" and treated herein as identical
therewith for all purposes. )

(1). Various Agreements have been made by
Mr. EDISON and the LIGHT COMPANY, among them those dated
November 18, 1878, January 18, 1881, March 8, 1881, and
April 23, 1885 (the LAMP CO. and others being also parties
thereto), whereby the LIGHT CO. recognized as a debt due to
Mr. EDISON the sum of S66,755.70 and promised to pay the
same before paying any dividend on its capital stock.

Since that date the LIGHT CO. has not paid any dividend on
its stock, but it has nevertheless discharged to the satis¬
faction of Mr. EDISON, S37, 868.20 of said debt, and now, in
consideration of this Agreement and in consideration of the
assignment and transfer by THE EDISON LAMP COMPANY and said
EDISON to said LIGHT COMPANY of patents and patent rights
valuable in connection with the manufacture of incandescent
lamps, said LIGHT COMPANY will discharge the balance there¬
of i by paying S5,000 in cash and by issuing to him its cer¬
tain promissory notes which Mr. EDISON will accept as a
full settlement of said debt, as follows:

One for *8,000.00 payable January 1st, 1888.

" " 8,000.00 » Febmary 1st, 1888.

" 7,887.50 " March 1st, 1888.

(2). The first paragraph of the third section j
of the said Agreement of March 8th, 1881, shall be modified
by substituting, subject to the limitations hereinbelow set j
forth, the price of forty cents for thirty five cents in
the fourth line thereof, said price of forty cents to apply
to lamps of 10, lii, 16, 20 and 24 candles power which are |

taken as standard lamps whenever lamps are mentioned in !

this contract, other lamps are to be at prices as agreed
upon from time to time, and by cancelling in said paragraph
of said section from and including the words "and from time
to time to reduce" down to the end of said section, by
striking out Section 1_V from the beginning to words "being
taken as a part of the same" and commencing the following
sentence with the words "and EDISON &c" and by cancelling
in the first sub-division of the fifth section, from and in¬
cluding the words "provided however that any such change"
down -to the end of said paragraph, and substituting in
place thereof the following: "Provided, however, that any j
such change which shall make necessary the use of more ma¬
terial, or that which is more expensive, or shall enhance
the labor of making or handling said lamps, if it involve |
an extra expenditure of over four cents per lamp over the
cost of the present lamp shall warrant a revision of price.
The revision shall be made and fixed by a competent arbitra¬
tion to be appointed in the manner provided for by the
Seventh Article hereof;" and by changing the beginning of
the third sub-division of said Fifth section so that it
shall read: "That the said EDISON shall deposit with the
Company, at its request, from time to time complete" &c.&c.;

p

and. by changing the beginning of the Fourth sub-division of ;
said Fifth Section so that it shall read; "In case the
said EDISON shall for ninety days after receipt of written
notice from the LIGHT CO. or any of its licensees, that
such, lamps are required, fail to supply all the standard
lamps reasonably required by the licensees of the Company" i
&c. ; and by cancelling in the same sub-division from and
including the words "viewing all the difficulties of the
said EDISON" down to the end of said sub-division; insert
after words "to manufacture" second line paragraph six,
following words: "Under patents now or heretofore assigned
or hereafter to be assigned hereunder to or acquired here¬
under by said LIGHT COMPANY;" strike out in paragraph six
words "before shipment;" and by inserting near the begin¬
ning of the Seventh Section after "fail in supplying the
requirements" the words "For standard lamps;" and by can¬
celling in said Seventh Section, from and including the
words "Should, however, the said EDISON in the case pro¬
vided for" down to the end of said Section; and by can- j
celling in the Eighth Section from and including the words j
"or shall refuse access thereto" down to and including the
words "by engaging in work for foreign countries". After
words "other than the licensees of the Company" near begin¬
ning of paragraph eight, insert words "thereby evading the
letter and spirit of this contract", and after words "With¬
out the consent in writing of the Company", paragraph eight, j
the words "Or against its protest"; and by cancelling all i

of the Tenth Secti

THE EDISON LAMP COMPANY is hereby made a party |
to said Agreement of March 8, 1881, and shall be considered i
as sharing the benefits of said Agreement and bearing the
burden thereof as hereby modified and amended, in the same
manner and to the same extent as if it had been an original
party thereto. '

(3) . In case the LIGHT CO. should at any time j

or times reduce its price for standard lamps for sale to
users of isolated plants, to below Fifty Five cents, the
price of Forty cents per lamp for such lamps shall likewise
be reduced by one-half of the difference between Fifty Five
cents and such reduced price, until the price allowed the
LAMP COMPANY shall reach Twenty Five Cents, below v/hich
price Mr. EDISON and the LAMP COMPANY shall not b<e obliged 1
to participate in any reduction; but if the price to the
LAMP COMPANY shall reach Thirty cents, the LAMP COMPANY
shall not be obliged to bear the cost of any changes of man¬
ufacture even though they be less than Four cents, but the i
cost of such changes shall thereafter be dete mined as
hereinabove provided and added to the price to be charged I
by the LAMP COMPANY for the lamp.

(4) . There shall be added to the end of the !

Eleventh Section of said contract of March 8th, 1881, as

a part thereof, the following words "but in case the said
EDISON or his representatives, or the said LAMP COMPANY,
should elect not to sell said manufactory, works &c., as
above provided, the LIGHT COMPANY shall thereupon, or as

4

(I

soon thereafter as practicable, give the LAMP COMPANY an
opportunity to arrange on as favorable tenns to said LAMP I
COMPANY as said LIGHT COMPANY will make with any other manu-l
facturer, to continue the manufacture and supply of lamps j
for the purposes of the LIGHT COMPANY, as herein contem¬
plated, and shall not make arrangements with any other manu-j
facturer for such manufacture and supply until they have j
had a fair opportunity to consider and decide upon the op¬
portunity so offered. And until the LIGHT COMPANY shall
have made such other arrangements and shall be obtaining
its supply thereunder, the said EDISON, his representatives
and the said LAMP COMPANY shall continue to furnish it with :
all needful lamps under the conditions of this contract.

In case the contract is terminated by the LIGHT j
COMPANY, as above provided, the LAMP COMPANY shall never¬
theless have the right to offer and sell lamps to all such j
Central Station licensee Companies of the LIGHT COMPANY as
may be entitled to obtain lamps without profit to the LIGHT j
COMPANY, for their own use only, and to sell lamps to be I
exported and used outside of North and South America, but !
the LAMP COMPANY shall not offer or sell lamps to apy Cen¬
tral Station or other user thereof in North or South Amer¬
ica who may not be duly licensed by the LIGHT COMPANY to use
such lamps, and to obtain same without profit to the LIGHT
COMPANY.

(5). In consideration of the foregoing modifi¬
cations Mr. EDISON and the LAMP COMPANY, jointly and sever¬

ally, ag)

additii

to the lii

.ded f

the

I

contract of March 8, 1881, to assign to the LIGHT COMPANY,
free of charge, all patents, licenses, rights and inven¬
tions pertaining to the lamp or its manufacture, now held
or controlled by them or either of them, or hereafter, at
any time, within a period of three years from the date here-;
°f, invented or acquired by or for them, or either of them, j
and agree to take all needed steps to patent the said in- j
ventions, - the LIGHT COMPANY to pay for only the actual
legal fees and costs of obtaining said patents or any of
them. Mr. EDISON will continue to seek in all respects,
by appropriate invention, to improve the lamp so as to
make it of greater commercial value to the LIGHT COMPANY.

The LAMP COMPANY and certain of its stockhold¬
ers, viz: j

THOMAS A. EDISON.

FRANCIS R. UPTON.

as evidenced by their signatures hereto (in view of the
benefits to accrue to it and them) will, and hereby do, ad¬
mit and acknowledge the validity of all patents, and the
validity and utility of the inventions therein described
and claimed, pertaining to the EDISON system. of electric
light, heat and power, which the LIGHT COMPANY may own or
acquire during the continuance of this Agreement, and here¬
by covenants, whether this Agreement continues or not, that
it, he or they will not, in any case, violate, infringe or

6

contest the validity of any such patents, during their sev- 1
eral terms of life, as originally issued or afterwards ex¬
tended, or the sufficiency of their specifications, or the !
validity of the title of the LIGHT COMPANY to any such
patents or any of them, or aid or encourage others in so
doing, save and except, however, that if any of such patents!
shall have been adjudicated invalid, in any action at law
or suit in equity and the LIGHT COMPANY shall not have ap- !
pealed therefrom or if in the event of such appeals, the
final adjudication shall have been adverse to the validity
of such patent, each of them, shall then no longer be bound,!
as above provided for, to admit and acknowledge the validity;
of such patent or patents, thus adversely adjudicated upon. j
And Mr. EDISON, his successors and assigns, J
FURTHER AGREE that he or they will not, during the continu-i
ance of said Agreement, allow the sale, transfer, or other j
disposition of any stock in the said LAMP COMPANY, except !
to such present stockholders thereof as shall sign this
Agreement, without first causing it to be offered in writ- j

ing to the LIGHT COMPANY at the same price and on the same I

I

terms as such stockholder has a bona fide offer for, which |
offer he, in good faith, proposes to accept; the said of- j
fer to the LIGHT COMPANY to be kept open for a period of
ten days, and no sale or transfer of said stock to be made
until after the expiration of said ten days, to any other
party or parties than the LIGHT COMPANY; and should any
such sale or transfer then be made, it shall not be made at
any lower price or any better terms than previously offered

7

(

1

in writing to the LIGHT COMPANY as above provided for. i

This contract shall not be forfeited as to the LAMP COMPANY I
by reason of the inability of any individual party hereto !
to at any time comply with this 'Section.

In case the practical or substantial control of I
the LAMP COMPANY, or its factory, should pass to parties I
interested in other systems of electric lighting so as to J
make them hostile to the interests of the LIGHT COMPANY, j
such fact shall, ipso facto entitle the LIGHT COMPANY to
cancel all rights to Mr. EDISON and associates including the:
LAMP COMPANY, hereunder, excepting the right to offer and
sell standard lamps to all such Central Stations licensee
companies of the LIGHT COMPANY as may be entitled to obtain i
lamps without profit to the LIGHT COMPANY for their, own use j
only, and to sell tamps to be exported and used outside of j
North and South America, but the LAMP COMPANY shall not of- j
fer or sell lamps to any Central Station or other user there¬
of in North and South America who may not be duly licensed
by the LIGHT COMPANY to use such lamps, and to obtain same
without profit to the LIGHT COMPANY.

The said Agreements of November 15, 1878, and
January 18, 1881, are hereby modified so far as necessary
to conform to this Agreement.

On the First day of January, 1908, if this
Agreement be then in force, or if any parts of it be then
in force, all rights and obligations hereunder, and under
the Agreement of March 8, 1881, shall cease and be at an

parties hereto, and stockholders holding majority of stock
of the .LAMP COMPANY, have severally executed this Agreement
at the City of New York, the day and year above named.

HARRY F. MILLER FILE

1888

_ _ - — -

_ _ CX/'J' ?£c*Cj £<^<J

y/C^ (y^tZ^-+-r ->"yZ<C

^U^ _y/^ 'tu*txjhMiA/ixd.y

sc^-0-^t-pp- cj£

Claims in patent of William W. Jacques, No. 383,299 Combined
Doll and Phonograph, dated May 22,1888.

- - 0O0 - - - —

1. The combination of a phonograph and a doll provided
with a body carrying said phonograph, and a head having an
orifice therein for the emission of sounds from the phono¬
graph, substantially as described.

2. The combination of a phonograph having its stylus
or tracer supported by the opposing tension of two or more
springs, and a doll serving as a receptacle and a support
for said phonograph, substantially as described.

3. The canbination of a phonograph and a doll having
a body provided with a cavity for receiving and a support
for holding the phonograph therein, and a resonator contain¬
ed in a perforated head for conveying and emitting sounds
produced by the phonograph within the body .substantially as
described.

4. The combination, with a doll provided with a cavity
and a support or supports for a phonograph, of a phonograph
having a diaphragm held in a frame at one edge and caitrollad
in its movements by a spring upon the upper and under sides
of 8 aid frame, substantially as described.

5. In a phonograph, the canbination of a traveling
record- surface with a pivoted diaphragm provided with a
stylus and maintained between two counter acting- springs un¬
der tension inoperative relation with said record-surface,
substantially as described.

6. The conbination, with a phonograph, of an automatic
shipping device actuated by the reverse motion of the rec¬
ord-surface to withdraw the diaphragm-tracer from the con¬
tact with the record-surface, substantially as described.

7. The conbination, in a phonograph, of a diaphragm
held in a hinged frame cushioned by a spring acting upon one
side thereof, with a second spring acting upon the other
side of the frame, and having an extension bearing upon the
record- surf ace, so as to disengags the stylus from the rec¬
ord-surface when the motion of the latter is reversed, sub¬
stantially as described.

8. A record-plate for phonographs, consisting of a
foil of metal which is superficially hard upon the side
which is to receive the record and is normally soft upon the
other side .substantially as described, and for the purpose
specified.

9. In conbination with a phonograph, a record-plate
of oroide foil made siflperficially hard upon the side which
is to receive the record, whereby while the record may be
readily impressed thereon it becomes practically perrmnent,
substantially as described.

[ATTACHMENT]

Claims in patent of William W. JacqueB No. 400,851 Phono¬
graph Dolls, dated April 2, 1889.

- - — - — oOo - -

CLAIMS.

1. The combination of a phonograph and a doll provided
with a body c attaining and carrying said phonograph, and a
closed hollow space in c onmunication with the diaphragm and
within the doll.

2. The conbination of a phonograph and a ddl provided
with a body carrying said phonograph, and a closed hollow
head to act as a resonator.

3. The combination, within the body of a doll, of a
phonograph supported thereby, and a globular resonating-
chanber divided into two portions by a perforated conical
partition, substantially as described.

*&& &**S'S*

J/kmeOsi^ & <?&■■ £*' S?-6c>n

r

MEMORANDUM AGREEMENT, Between
ANTONIO E. de NAVARRO, JOAQUIN del CALVO, HEME TRIO PEREZ
de la RIVA and JUAN M. CEBALLOS.

In consideration of One Dollar interchangeably paid
and received, and for other sufficient considerations, it
is agreed as follows:

That the parties hereto agree to cause a corporation
to be formed under the laws of New Jersey with a stock
capital of $1,500,000, to be entitled "Havana Electric
Light Company" , for the purpose of manufacture and sale
for public and private uses, in the Island of Cuba, of
electric light and power, and also to make such imple¬
ments, machinery and appurtenances as may be useful or
necessary for carrying out the above purposes, and gen¬
erally to do in relation thereto all that may be reason¬
able and proper.

Said Navarro agrees within thirty days after such
incorporation to assign or cause to be assigned in due
form to said Company all the so-called "Edison" patents
under the laws of Spain for electric lights and compris¬
ing a complete system of electric lighting substantially
as now in use in this City;. and other parts and which are
now owned by the "Edison Spanish Colonial Light Company"
and being all the patents and rights owned by the last
named Company for electric lighting, power and such
other use of electricity as may bo legal under the rights
and patents so assigned, for use and exploitation in the
Province of Havana.

- jS^onslderation of the premises aforesaid Demetrio

Perez de la Riva agrees to use his best endeavor to ob¬
tain within six months from this date from the proper
municipal authorities a license, grant or concession in
due form for the exclusive use in the City of Havana,

Cuba, of electric light , such exclusive license to be for
a term of not less than twenty years, and he further
agrees as soon as the same shall have been secured and
constituted to assign or to cause the same to be duly and
properly assigned to the said Company above named, to be
incorporated, or to have the said license or concession
taken directly to said last named company, The said
Navarro further agrees that at any time within two years
from the date when said light shall by said Company be so
t*sed in Havana, he shall also upon demand of the said
Company assign or cause to be assigned to any other cor¬
poration or party designated by the said Company the
same rights and patents to be exploited in any other
oities, towns or villages of the Island of Cuba, upon the
said Navarro receiving the same proportion of stock or
purchase money as hereinafter set forth.

The said Juan M. Ceballos, for the considerations
hereinafter stated, agrees that he shall, within a period
of three (3) months from the date of the grant of the
concession by the authorities of Havana above referred
to and on written notice of the readiness of the -Havana
Electric Light Company" to deliver the bonds hereinafter :
mentioned, agrees that he shall take and pay for in cash
the bonds of said Company issued in due form payable to
th. bearor (a M ta be „0»raa br a proper »orts«e. „h.rBe j

of not exceeding throe hundred thousand ($300,000) doll¬
ars, upon the property and franchises of the said qom-
pany, to be first mortgage bonds of the aggregate amount
of $150,000 one hundred and fifty thousand dollars, and
to pay for the same at the rate of sixty six (66) cents
on the dollar, and said bonds are to be in denominations
of one thousand dollars each ($1,000) bearing six (6)
per centum per annum payable semi-annually from date of
delivery and to be payable in twenty (20) years from
their date.

It is further agreed that the said Ceballos shall
have the option of taking at any time within six (6)
months after he shall have completed the purchase and
payment aforesaid, one hundred and fifty thousand dollars
($150,000) more of the nominal value of said bonds (being
the balance of the whole issue thereof of $300,000) and
to pay for the same the before mentioned price of sixty
six (66) cents on the dollar.

The directors for the first year of the above named
Company shall be named equally by the parties hereto.

The whole capital stock except two thousand ($2000)
dollars thereof, which is to be issued for cash, shall be
issued in payment of the patents, rights, license and
concession for the said "Havana Electric light Company"
above referred to, and in the following proportions:

To or for account of Demetrio Perez de la
Riva there shall be issued
To or for account of Antonio E. de Navarro
To or for account of Joaquin del Calvo
. To or for account of Juan M,. Oeballos '

$626,000

336,000

265,000

It is further agreed, however, that out of the above
several proportions of stock there shall forthwith be
issued and delivered to Charles Coudert of the- City of
Hew York, as Trustee for the parties to this agreement,
the following shares to be issued in the name of the said
Trust ee , as follows :

For ao count of the above named Antonio F.

de Navarro $217,000

For account of the above named Joaquin del Calvo }68,QQ©

For account of the above named Demetrio Peroz

de la Riva 210,000

For account of the above named Juan M. Ceballos 171,500

Total . $760,500

Such seven hundred and sixty six thousand five hundred
dollars ($766,500) of the stock of the said parties shall
be held by the said Trustee for a term of five (5) years
so that the same may not be disposed of nor distributed
without the concurrence of all the parties hereto, and
so that the management of the Company shall remain under
the control of the same Board of Directors aB are first
elected and said stock shall be held by the said Trustee
for the benefit of .said stockholders during that period
with the right and privilege of the Trustee to vote upon
the whole of said shares of stock.

It is further agreed that out of the several shares
of stock to be issued on account of the parties hereto
there shall also be issued forthwith and directly to the
said Trustee stock to the amount of one hundred and three
; thousand ($103,000) dollars to be held by him for account

of the said parties in the proportion of one-fourth jl/4)
thereof for each party hereto, with the understanding
that the said stock or any part thereof may from time to
time be called for by the concurrence of all the parties
to these presents: and upon such demand in writing the
said Trustee is forthwith to delivor the whole or any
portion thereof to the person or persons named in such
demand and the shares of stock so delivered by him (out
of said one hundred and three thousand ($103,000) doll¬
ars) shall be proportionately charged to each one of the
parties hereto of the first part, one fourth (1/4) as
aforesaid to each; fractional parts to be charged to the
several parties in the discretion of the Trustee.

The balance of the stock of the said Company other
than that issued to the said Trustee and for cash shall
be isstied as follows:

To Ijemetrio Perez de la Riva, guaranteed stock shall
be issued and delivered to the value of $300,000

The remaining $328,500 of such capital stock shall
be issued to the parties above named, being the balance
of the shares to which they are hereto entitled as above
set forth, only so soon as the concession or license
herein provided shall have been duly issued by the au¬
thorities of the City of Havana, in the following pro¬
portions: to the said Reraetrio P. de la Riva, $90,000;
to said Antonio I\ de Navarro, $93,000; to the said Juan
M. Ceballos, $73,500; and to the said Joaquin del Calvo ,
$7)2,000.

In the meantime, however, should such stock be is-,
sued, before such grant or concession, the same may be

issued and delivered to said Trustee, in the names of the
parties respectively entitled thereto as above set forth.

Of the six hundred and twenty six thousand ($626000)
dollars of stock issued to or for account of de la Riva,
throe hundred thousand ($300,000) dollars thereof shall
be guaranteed by the directors as preferred stock (as
above set forth) to the extent of five per cent, per
annum, to be paid out of the not earnings of the said
Company and to be non-cumulative.

If for any reason any of the directors composing
the Board of said Havana Electric Light Company shall
fail to qualify or to act as such director and the re¬
maining directors fail for a period of ten days after
such failure to unanimously agree upon the appointment
and so to appoint his successor or should any one of
such remaining directors in writing so request the said
Trustee, then the said Charles Coudert is to name such
successor and to fill the vacancy caused by failure of
said director to qualify or to act.

If the concession or license for the City of Havana
shall not have been duly obtained within six months from
June 10th instant, this agreement shall be deemed void
and of no effect, and if the patents, rights and privil¬
eges above referred to shall not have been duly assigned
to the said Company within thirty days from the date of
ino6rporation thereof, this contract shall likewise be
void without damages to any party hereto as against an-

If said Juan M. Ceballos within two months from the
date of the grant of the concession by the authorities
of Havana, shall give written notice to the Company that
he desires the whole or any portion of the bonds to be
issued by it to be of a denomination of five hundred
(§500) dollars each, so many of such bonds as he shall so
desire shall be issued to him of that denomination; he
may also in the same manner request the interest to be
payable quarter-yearly and also to be made payable on the
face of the bond or coupon at a designated agency in the
City of Havana, or at the Company’s office in the City of
New York, in which case such request shall be complied
with .

IN Y/ITNESS WHEREOF the parties have hereto set
their hands this 18th day of June, 1888, at the City of
New York.

In presence of A. F. de Navarro (L.S)

D. F. Sullivan j. del Calvo (L.S)

Demetrio Perez

de la Riva (L.S)

J. M. Ceballos. (L.S)

■J>hjJruo .cfi

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Jdfr'de.Js -/f. " fff-/:

MEMORANUM OT AGREEMENT, between
ANTONIO F. de NAVARRO, JOAQUIN DEL CALVO, DEMETRIO PEREZ
de la RIVA and JUAN M. CEBALLOS , parties of the first
part, and CHARLES COUDERT, of the City of New York,
party of the second part:

For and in consideration of the various oovenants
and agreements of the parties of the first part herein¬
after set forth, the said Charles Coudert, party of the
second part, hereby agrees to act as Trustee for the
said parties of the first part in holding and voting
upon the shares of stock in the Havana Electric Light
Company hereinafter mentioned, for the term of five
years from the date of transfer to him of said stock.

The parties of the first part each for himself here¬
by covenants and agrees that he will immediately upon
the issue of stock by the said Havana Electric Light
Company cause to be issued to the said Charles Coudert
party of the second part, stock of the said Havana Elec¬
tric Light Company of the par value of: the said 4nton-
: io de Navarro, two hundred and seventeen thousand
($217, 000) dollars; the said Joaquin nel 'Calvo, one
! hundred and sixty eight thousand ($168,000) dollars;
the said Demetrio P. de la Riva, two hundred and ten
thousand ($210,000) dollars, and the said fuan M, Ce-
ballos, one hundred and seventy one thousand five hund¬
red ($171,500) dollars, and to that end this instrument
is intended as an authorization to the proper officers
•— of said Company so to issue said stock, being in the
aggregate seven hundred and sixty six. thousand five

hundred ($7.68.500) dollars of the par value of such
stock,

And it is further agreed by and between all the
parties hereto that the said stock shall be held by and
remain in the name of the said Charles Coudert for the
period of five years from the time of said issue and
that the said Oharles Coudert shall have full right and
authority to vote upon said shares in any and all mat¬
ters coming before the stockholders of the said Havana
Electric Light Company, whether for the election of
directors for said Company or for any other proceeding,
matter or thing which may lawfully dome before said
stockholders for determination or within their cogni¬
zance-. And if for any reason any of the directors com¬
posing the Board of said Havana Electric Light Company
shall fail to qualify or to act as such director and
the remaining directors fail for a period Of ten days
to unanimously agree upon the appointment and so to ap¬
point his successor or should any one of such remaining
directors in writing so request the said Trustee, then
the said Charles Coudert is hereby empowered by virtue
of the trust aforesaid and as the attorney in fact and
proxy of said remaining directors to name such successor
and to fill the vacancy caused by failure of said di¬
rector to qualify or to act and this instrument shall
for such purpose be deemed an irrevocable power of at¬
torney..

And the said Charles Coudert hereby agrees to re¬
ceive any dividends that may be declared upon the stock

aforesaid and to pay over the dividends so received to
said parties of the first part in the proportion of the
stock held for them after deduction of compensation
hereinafter agreed upon, and he further agrees that on
the expiration of five years from the issue to him of
said stock to transfer and deliver to each of said part¬
ies of the first part or his assign and legal repres¬
entative the said shares so received from him after
deduction of the compensation hereinafter provided for.

It is further severally agreed by the parties hereto
of the first part that out of the respective amounts of
stock to be by each of them received under an agreement
in writing between them bearing even date herewith they
shall cause the additional sum of One hundred and three
thousand ($103,000) dollars of the Capital Stock of said
Havana Eleetrie Light Qov to be issued to the said party
hereto of the second part, the said stock to be charged
to the parties hereto of the first part in the propor¬
tion of one-fourth (1/4) thereof to each of them, frac¬
tional parts to be charged in the discretion of the
Trustee1,

It is further agreed that of the foregoing stock the
said sum of One hundred and three thousand ($103,000)
dollars may be called for at any time concurrently by
all the parties of the first part, and upon such demand
in writing the said Trustee shall forthwith deliver the
whole or any portion thereof to the person or persons
named in such demand; any shares of stock so delivered
by him shall be charged to each oneof the^parties hereto

of the first part in the proportion of one-fourth (1/4)
thereof to each of the parties of the first part, frac¬
tional parts to be charged in the discretion of the
Trustee.,

In consideration of the acceptance of the aforesaid
trust by the said Charles goudert and of the services
which he agrees to render in the receipt and distribu¬
tion of such dividends, the parties hereto covenant and
agree to and with the said Charles Ooudert that he shall
receive and retain as compensation for his services as
such Trustee three (3) per centum on the amount of any
dividends.

And the parties of the first part further respect¬
ively covenant and agree to and with the said Charles
Coudert for the same considerations above recited and
the holding of such stock and care thereof, and action
in reference thereto, that he shall receive and retain
as and for his compensation for the execution of said
trust at its termination and for the care of the secur¬
ities so entrusted to him, an amount equivalent to five
(5) per centum of the stock so transferred to him.

It is further agreed that in the event of the writ¬
ten request, duly acknowledged or proved, of the parties
hereto of the first part, or of their legal represent¬
atives, the said party of the second part shall forth¬
with consent to the cancelment of this trust, upon re¬
ceiving, however, the compensation above expressed, and
he shall deliver the stock aforesaid to said parties.

IN WITNESS WHEREOF We have hereunto set our hands

and seals this 18th day of June, 1888.

In presence of A-. F. de Navarro. (Ir.S)

D, F. Sullivan. J. del Calve. (I/.S)

Demetrio Perez

de la Riva. (L.S)

J. M. Ceballoe. (L.S'J

■ | Jj)ay&<*/ x/> /<&?.

THIS MEMORANDUM OP AGREEMENT, made the eighteenth
day of July, 1888, by and between Antonio P. de Navarro,
party hereto of the first part, and the Edison Spanish
Colonial light Company, a corporation of the state of
New York, party hereto of the second part,

Witnesseth:

Whereas, by a certain Agreement bearing date
the 18th day of June, 1888, made by and between the said
Antonio P, de Navarro, Joaquin Del calvo, Demetrio Perez
de la Riva and Juan M. Oeballos, hereinafter called the
ISecohdiAsreement" , said Navarro is entitled to receive
a certain part of the Capital Stock of the Havana Elec¬
tric light Company in consideration of his assigning or
causing to be assigned in due form to the Havana Elec-
.tric light Company all the so-called ''Edison" patents
under the laws of Spain for electric lights and com¬
prising a complete system of electric lighting substan¬
tially as now in use in this City and other parts and
which are now owned by the "Edison Spanish Colonial
light Company" and being all the patents and rights
owned by the last named Company for electric lighting,
power and such other use of electricity as may be legal
; under the rights and patents so assigned, for use and
; exploitation in the Province of Havana;

AND WHEREAS , by an assignment of even date herewith,

; the said Edison Spanish Colonial light Company has, at
the request of the said Navarro, assigned to said Hav-
: ana Electric light Company the right to said patents for
The Province of Havana in the Island of SubTln conform-

ity with and as called for by the said "Second Agree¬
ment":

NOW, THEREFORE, in consideration of One Dollar by
said Edison Spanish Colonial Light Company to the said
Navarro in hand paid and other valuable considerations
the receipt whereof is hereby acknowledged, and in fur¬
ther consideration of the making of the assignment
above recited as aforesaid, the said Navarro does cov¬
enant and agree, for himself, his heirs, executors, ad¬
ministrators and assigns, to and with the said Edison
Spanish Colonial Light Company, its successor or suc¬
cessors and assigns, that he, the said Navarro, his ex¬
ecutors, administrators and assigns, will hold all
stocks, dividends, rights and interests whatsoever now
, accrued or hereafter from time to time to accrue to him,
the said Navarro, his executors, administrators or as¬
signs, under or by reason of said "Second Agreement!!,
for the sole benefit and use of said Edison Spanish
Colonial Light Company, its successor or successors and
assigns , and will and shall from time to time and at any
and all times upon demand make such assignments, trans¬
fers and other disposition of said stocks, dividends,
rights and interests or any of the same, accrued or to
accrue as aforesaid, as said Edison Spanish Colonial
Light Company, its successor or successors or assigns
shall direct, authorize or require, provided always that
such direction, authority or requisition be consistent
with the terms of said "Second Agreement".

IN WITNESS WHEREOF the said party of the first part

has hereunto set his hand and seal and tho said Edison
Spanish Colonial Light Company has caused its corporate
seal to be hereunto affixed and attested by its Pres¬
ident or Secretary the day and year first above men¬
tioned.

Signed, sealed and delivered
in the presence of

Richard J. English. A. E. de Navarro jL.S.)

(Seal) Edison Spanish Colonial Light Company,

, by

Richard E. O'Brien,

Secretary.

I - ' .'*¥•■

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.'Since dill llnrol loft, htwo diacarded y.-ny. :nrt
hnvc a substance that in porfhc-, nlr.o
independent of temperature nnd cbotqi. "

WHEREAS by an instrument in writing dated the 18th
day of June, 1888, Antonio F. de Navarro, Joaquin Del
Calvo , Demetrio Perez de la Riva and Juan M. Ceballos
agreed each with the other to cause a corporation to be
formed under the laws of New Jersey with a capital stock
of $1,500,000, to be entitled "Havana Electrio Light Com-
"pany" , for the purpose of the manufacture and sale of
electric light and power in the Island of Cuba, and also
to make such implements, machinery and appurtenances as
may be useful or necessary for carrying out the said
purposes, and generally to do in relation thereto all
that may be reasonable and proper;

AND WHEREAS the said Antonio P. de Navarro in the
same instrument agreed to assign or cause to be assigned
in due form to the said Company all the so-called "Edi-
"son" patents under the laws of Spain for electrio light¬
ing and comprising a complete system of electrio lighting
substantially as then in use in the City of New York and
other parts, and which are now owned by the "Edison
Spanish Colonial Light Company", and being all the pat¬
ents and rights owned by the last named company for elec-
trie lighting, power and such other use of electricity
as may be legal under the rights and patents so to be
assigned for use and exploitation in the Province of
' Havana, Cuba.

AND WHEREAS the said Demetrio Perez de la Riva in
the same instrument agreed to use his best endeavor to
' — -Obtain within six months from the 18th day of June, 1888,
for the said Havana Electric Light Company from the "prop-

er municipal authorities a license, grant or concession
in due form for the exclusive use in the City of Havana,
Cuba, of electric light, that is to say, an exclusive
license to conduct and operate within the limits of the
said City a system of electrical distribution for pur¬
poses of light, heat and power, in a manner generally
known as Central Station electric lighting and to estab¬
lish circuits by the erection of poles and suspension
thereon of wires for an aerial system through the streets
of said City, or by the excavation of trenches along and
through said streets for an underground system, for the
purposes aforesaid, which said exclusive license is to
cover a period of not less than twenty years from the
date of same.

NOW, THEREFORE , XT IS MUTUALLY AGREED between the
said Companies, as follows:

FIRST: In consideration of the premises , and the
further consideration of Five dollars paid to the under¬
signed before the execution and delivery hereof, as well
as other good and valuable consideration, the said under¬
signed the said "Edison Spanish colonial Light Company" ,
has assigned, and by these presents does assign to and
unto the above named "Havana Electric Light Company" all
its right, title and interest in the following described
letters patent of the jfingdom of Spain within and for the
territorial limits of the Province of Havana, Cuba, but
not elsewhere, viz:

Letters Patent dated February 1st, 1879, for im¬
provement in method and means for producing currents and

light by electricity.

Letters Patent, October 4th, 1879, for improvements
in electric lights.

Letters Patent, March 12, 1880, for improvements in
electric lamps and in the method of manufacturing the
. same.

Letters Patent, February 20, 1880, for improvements
in methods and means for producing currents and light by
electricity.

Letters Patent, November 10, 1880, for improvements
in the utilization of electricity, consisting in a system
and certain improved methods for generating and measuring
the electricity and translating it into light, heat and
motive power

Letters Patent, February 21st, 1881, for improve¬
ments in machines for generating and utilizing electri¬
city.

Letters Patent, April 26, 1881, for improvements in
carbons or incandescent conductors for electric lamps.

Letters Patent, April 2, 1881, for improvements in
systems of conductors for the distribution of electricity
as lighting and motive power agent and in the appliances
relating thereto.

Letters Patent, April 2, 1881, for improvements in
means for measuring the quantity of electric current
passing by a circuit.

Letters Patent, June 27, 1881, for improvements in
magneto or dynamo electric machines applicable to gener¬
ators and engines.

Letters Patent, July 21, 1881, for improvements in
vebermeters and apparatus for measuring and registering
the current which passes by conductors.

Letters Patent, September 5, 1881, for improvements
in the process of manufacturing and treating carbons for
incandescent electric lamps and in the constituent parts
thereof.

Letters Patent, September 5, 1881, for improvements
in the process of manufacturing and constructing incan¬
descent electric lamps.

Letters Patent, September 15, 1881, for improvements
in devices for measuring the electric current passing
through or used upon a certain circuit.

With full power to use the respective inventions
therein described and to make, use and vend to others to
be used the improvements therein secured by letters pat¬
ent aforesaid, and in every otherwise to use, occupy and
enjoy the same with all the rights and privileges there¬
unto appertaining within the said Province of Havana,
Ouba, but not elsewhere, to the end of the respective
terms thereof, as well as of any extension or extensions
of the same, as fully and completely as the undersigned
might or could use, occupy and enjoy the same if these
presents had not been made.

Provided that in case' the said Havana Electric Light
Company or its assigns shall not within one year from the
date of this instrument obtain the concession from the
municipal authorities of the City of Havana mentioned in
the first above recited agreement or shall not within two

years from the date hereof actually engage in the busines
of electric lighting thereunder to the extent of at least
5000 lights within the said City of Havana, either under
the said Patents or otherwise, then and in either case
the said Havana Electric Light Company, on demand, at its
option, shall either re-assign or cause to be re-assigned
to the Edison Spanish Colonial Light Company all the
right, title and interest in or by this instrument as¬
signed by it or pay to the said Edison Spanish Colonial
Light Company the full par value in cash of all the
§336,000 of Stock mentioned in the Third Article hereof
upon the transfer and delivery of all the said stock to
the said Havana Electric Light Company, and thereupon
this agreement shall become void and of no effect.

SECOND: All right, title and interest assigned as
above relates exclusively to the territorial limits of
the Province of Havana, and the said Havana Electric
Light Company agrees, for itself, its successors and as¬
signs, that it will not make, use or vend or license
others to make, use or vend any of the inventions or im¬
provements described in the Letters Patent aforesaid ex¬
cept within the said territorial limits.

THIRD: The said Havana Electric Light Company re-
eognizesthe instrument in writing executed by the said
Antonio IV de Navarro and dated the 18th day of July,

1888, as a good and valid transfer and assignment of all
right, title and interest of the said Antonio P. de Na¬
varro in and to §336,000 in shares of the capital stock
of the said Havana Electric Light Company, secured to be
issued to him or for his account by the above mentioned

agreement dated 18th day of June, 1888, and agrees to
issue the said $336,000 of shares to and in the name of
and for account of the said Edison Spanish Colonial Light
Company, as in said Agreement of June 18th, 1888, is pro¬
vided, and upon the failure of the party of the first
part so to issue the said shares within three months from
the time so provided this agreement shall become null and
void and of no effect, and the said Havana Electric Light
Company, its successors or assigns, shall upon demand
re-assign or cause to be re-assigned to the said Edison
Spanish Colonial Light Company all the right, title and
interest in or by this instrument assigned by the latter
Company.

FOURTH: The said Havana Electric Light Company
agrees, for itself, its successors and assigns, that
there shall be no increase of its Capital Stock without
the consent of the Edison Spanish Colonial Light Company
so long as the said Edison Spanish Colonial light Company
shall be a stockholder in the said Havana Electric Light
Company.

And the parties hereto mutually agree to carry out
the provisions in the contract between Antonio E. de Na¬
varro and Joaquin Del Galvo and others herein first above
recitedwith respect to further assignments of the said
Edison Patents to be exploited within other cities, towns
and villages in the Island of Cuba and outside the Pro¬
vince of Havana: for which similar exclusive licenses
shall be obtained within the two years mentioned in the

contract last aforesaid.

IN WITNESS WHEREOF the said Companies have caused
their corporate seals and the signatures of their Pres¬
idents or Secretaries to be hereunto affixed this 14th
day of August 1888,

(Seal)

Edison Spanish Colonial Light Company,
by

Richard E. O'Brien,

Secretary.

(Seal)

Havana Electric Light Company
Jv M. Ceballos,

Pre st'.

Cablegram. Copy.

Orange, H. J., Sept. 8, 1888.

Do not consider that Gilliland’s cables answer mine to yoou. I
shall say no more.

9a-iu^oiyuT~

j£r /^Cr^

/rr^

firrt. 11, .it,.

Col. ’-eorgo K, tiounmd,

Hoar Sir:-

On the 9th of August I oon-
finnofl my cablegram o f some date formally notify in'; you, in conr-
p liana* with our agreement, that I Would bo ready to supply you
witii mach ine a in any quantity you might name, commencing on the
first day of the present month.

' * have received your last cablegram Btating that you depend
upon my jud.^ent to regulate the daily output of the factory on
your behalf.

fhe five machines per diem wlaioh I ordered fbr your aooouwt
T.'ill be furnished you until X am able to lne reuse the number to
twenty in accordance with my cablegram of yesterday.

Please sond me instructions as to how X shall make shipments
to you. I would auggcBt that you uso a spooial order lb rm by
which to control your supply, as you vrill doubtless require phono¬
graphs to be sent direct fxom here to different places, and an
established system will prevwit confusion.

• Also pi ease arrange with your bankers in New York for pay¬
ments t.o be made me on diipmenta for your account against bills of

r /z. s; /

L |

^-\

'.■/rrr.

j

flop*,. 11, WK.

Ool. StCoi'ko K. Uouraud,-

hear Sirrj-

;I bo ft to confirm the follomnR

j

cablo.';i‘ima received from you and t(ent by ua: -

i

''at ft, »rrtSXW5, K. Y. Sept. 8, 1888;’

"Your last received her 4. Gilliland cabled my
decision to avoid publicity; regret any misunder¬
stand ins! you can boat "judge what number present
perfection justifies m»i< ins; I give you absolute dis¬
cretion to fix and that number fbr my account;

X can handle double ordered by Anvorioan company' if
machines equal -Jilli lurid ’ a representations of v/hat ' "
they will bo. Is t hi s “satisfactory 1 Answer my ad¬
dress. British Asso citation triumphant success elite
of scientific world present house full twice- number
turned away. Wrap ho MLlnwed to half empty house, '
fell perfectly flat." j

tiOUitAUT), Norwood. 1 fiopt. ln, li-ttti*

■Twenty now handmade machines very pei-fcot,
louder, clearer any you fyet heard; governor and ad-
justmen ts perfeo t; single small coll ninB twelve hours;
.factory machines will b<> more perfect; only provided
five daily for you; will increase this to twenty, but
' incroase will have delay of two months. WV1S50JI. w ■

UOURAUP, Norwood. ! Kept. 10,. SH.

" Do yeu ifcean that sixty; not. for Mexico inaludcH
cost of machine and royalty? KT11S0TT. "

0

o

SPECIAL MEETING of the BOARD of DIRECTORS
of the

EDISON PHONOGRAPH O.OMPANY

Held at the Office of the Company, Orange, N. J. on
Tuesday September 11, 1888.

PRESENT: Messrs. Edison, Batchelor and Tate.

The matter of Mr. Gilliland’s attempted trans¬
fer of his agency contract with this. Company was brought
up for discussion.

'Mr. Edison moved, seconded by Mr. Batchelor,
the following resolutions:

WHEREAS, Mr. Ezra T. Gilliland has made
an attempt to sell and assign his personal agency con¬
tract with this Company under date 28th day of October,
1887, to Jesse H. Lippincott of the City of New York,
and has executed papers to that effect; and without the
permission of this Company, thereby divesting his said
contract of the sole consideration contained therein for
making it, viz: The said Gilliland's personal services,
and responsibility, and

WHEREAS, The said Gilliland has by at¬
tempting such sale and accepting payments of money on
aoeount thereof violated the very essence of his agree¬
ment with this Conpany,

RESOLVED, that this Board by virtue of
the ■: r ifeht $ sof this Conpany under said contract, hereby

declares said contract cancelled and annulled and au¬
thorizes its officers to take such action as they may
deem necessary on behalf of this Company to stop the pay¬
ment of any moneys to the said Gilliland on account of
his attempted sale; also if the legal rights of this
Company will sustain such action to recover from the said
Gilliland any moneys which have already been paid to him
in the same connection.

WHEREAS, the contract between this Com¬
pany and EJzra T. Gilliland under date 28th day of Octo¬
ber, 1887, has been violated by the said Gilliland, as
recited in the foregoing resolution, and the Board of
Directors of this Company having no further confidence in
the integrity of the said Gilliland have this day con¬
firmed the cancellation and annulment of the said con¬
tract ,

RESOLVED, that all rightsas an agent
granted to the said Ezra T. Gilliland under the said
agreement, dated 28th day of October, 1887, be and hereby
are transferred to Thomas A. Edison, fully and wholly,
as originally granted to the said Gilliland, and this
Board confers upon the said Edison the right to transfer,
sell and assign his rights under the said contract,
should he elect so to do, and that the Secretary be and
is hereby instructed to have such contract drawn up and
the Officers of this Company are hereby authorized to
execute the same on behalf of this Company, a copy of

of such agreement to be spread upon the Minute Book imme
diately after the Minutes of this meeting.

Carried.

The meeting then adjourned.

A. 0. Tate,

Secretary,

'^AA judiyS

Aip tfu

Ki

The Edison Lamp Co.,

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The Edison Lamp Co.,

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I

May 18,1883. Declaration of Trust by Fabbfci
and Christensen.

May 18,1883. Assignment of D.D. Field, Trustee,

| to Railway Co.

..'March 6,1884. Supplemental Agreement.

January 15,1885. Agreement between S.D. Field
and T. A. Edison et al .

January IS, 1885. Ins true tions t o C.T. Chri3ton-j

3 en, Trustee.

January 16,1885. Resolution of the Board of
Directors of the Electric Railway Co. .substituting C.T.
Christensen as Trustee, in place of Charles Dimon,and
assent of Messrs. Edison, Field and Eaton thereto.

^ - February 4,1885. ..Supplanental Agreement be¬

tween the light Co. and .T.A.Edis on.

^^-''^February 10,1885. letter of) Edison Electric
light Oo. and C.W.Field to C.T. Christensen; and Trustee's
Certificate No. shares of Capital Stock of Electric Rail¬
way Co.

_ _ ■" February 14,1885. letter of S. B. Eaton to

D.D. Field.

February 24,1885. Agroaoent between S.D. Field
and S.G. Reed, and T.A.Edis on and S.B. Eaton.

(a)

II February 24,1885. Agreement between Edison

jl Electric Light Co. and T.A.Edison, and the Electric Railway
|| Co. of the U. S.

February 24,1885. Letter . of Edward H.John-
|| s On, Pres' t. to the Directors' Electric Railway Co. of

May 21,1885. Letter vof Edison Electric Light
Co. and C.V/.Fiol d to C.T. Clu-is tonson.

March 2,1886. Agroenent between S.D.Field,

! S.J. Reed, T.A.Edison and S.B. Eaton for distribution of
i: 15,000 shares of stock.

If you ns ed copies of any of these contracts
jj to comploto your files, I can have then made for you for the
jj mere cost of copying.

Very truly yours.

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_ October 29 th. /£$£ 8

Dear Sirj-

I learn that Mr. Goddard has gone to Chicago and will not
return to this City Ibr several months. This makes it necessary
to appoint sbme other person to audit the accounts of Mr, Navarro,
as Treasurer of the Edison Spanish Colonial Company, I suggest
that Mr, Niebuhr - a well known accountant of this City _ be Ap¬

pointed to take Mr. Goddard's place; or, in case you prefer some
other person, 1 would be glad to have your suggestions so that I
om pr-esent them at a meeting of the Trustees whioh we oan hold
next week.

As the time for the distribution of the Stodc to yourself,

Mr. Navarro and ny late firm has arrived, I propose to have the
certificates printed, aid to send the 500 share certificate in the
name of Mr. Lowrey, Trustee, to him at Paris, with an assignment
to be executed by him of 167 (one hundred and sixty sbven) shares
to you and balance to Mr. Navarro and our firm, as originally
agreed.

As you may not have in hand copies of these original papers
I have had copies made from the originals in my hands, and enclose
same herewith. If you are already furnished with these oopies
please return to me those now enclosed.

■ 5^<(i£e>rne?/.) 9/^(^u'/ide/&?w,ct-'£ S^e&eer/

™T

3$roctc<C ^iH.as builoingj Jht$£hC.

Please let me hear from you at your early convenience.

Yours very truly,

T.A»Edison,Esq.,

Orange ,N.J.

XX'bXi 4,

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0°py. 29 Broad St, , New York,

Nov. 19, 1888 .

To the President and Directors of the "KDISON SPANISH
COLONIAL LICHT COMPANY.

In accordance with yoiw request of Nov. 8t.h, I havo
made a thorough examination of the books, accounts and
vouchers pertaining thereto, of your Company ftora the year
1882 to November 10th, 1888'.

I lmvo iiP.rsonally examined every voucher for moneys
paid, and affixed my stamp, to each such voucher, A list
accompanies this report marked "No. 1," showing the amount
of money disbursed each year with' the total. Also the
amount of interest charges. 1

I have examined all the Journal entories, oomparod them
with the vouchers, checked all Dodger postings and find
everything correctly and properly entered.

A copy of the Trial Balance Sheet as of date Nov. 16th,
1888 trill also accompany this report. Tho items are so few
and probably so well understood by you all that no analysis
is needed from me, with perhaps the exception of the a/cs
of the Havana Agency on the one side, and «T. P. Navarro
on the opposite side.

The Havana Agency is debited with §106,830.89, which
roi'i-Monta tho amount, of manoy paid out ..by . J. P. Navarro,
Nsq., your Treasurer, for everyth in® eonnee ted with the
business of your Company, including interest on such pay¬
ments, divided as follows: viz., •'

Amount of cash disbursed as per vouchers §83,873.08
Interest charges 88 . 987 . 81

§106,830.89

I did not consider it worth while to copy this a/o, as

it- is fully itemized in all its detail upon the Ledger,
and can bo more satisfactorily explained from that account
than from a statement sheet.

■T . P. Navarro is credited with §94,380.89, which repre¬
sents the- same amount as .aboyejllavana Agency ), it being *
for moneys advanced by him, say §88 , 873 ”.V)8 '

Interest Credited 8a. 967. 81 106, 830.89, fre

which deduct the amount of his original
subscription 12.500,00

and leaves to his credit the balance of rp 94, 880.89

,SIh0Ul<i an or£sot to the amount of the Oash

oV^rr ns*i 'Se-s*’.'*"— - 61 ■»--*
thi* irs rLi*irn‘„a"

when received can then be added.

Re sp opt, fully Rnhmi tt e d

OHAS. o. NIKBUHR, Expert Account

( Signed )

[ENCLOSURE]

No. 1.

Cash Paid in 1882, Credited J. P. N. $.'42,480.97

Less Charged him his Subscription 12.500.00 19,960.97

Cash Paid in 188!4, Credited .T. 3?. N. 15, . 580, 86

Xnt. to .Tan. 1, 8ft No 180:4.62

Less int. on $12,500

March 1,82 to date 687.50 666.12

Int. to .Tan. 1,84 No. 2597. 16

Less l.yr’s int. on $12500 750.00 1.847.16 18,044.14

Cash Paid- In. 1884 do 18,812.28

Less dividend' on "In air ance Policy 20,00 18,292.28

Sash Paid-in 1885 do 5,895.80

Interest t:6 . Tan. 1,85 do 2,968.14

Interest t o’ .Tan. 1, 86 do 8,702.46 12,065.90

Cash Paid in 188:6 do 4,489.82

Int. to .Tan. 1, 87 dO 4.821.42 8.811.24

Cash Paid in 1887 dO 4,844.98

Int. to .Tan. 1, 88 do 4,758.42 9,108.40

Cash Paid to July 1,88 do 8,086.09

Less for sales & int. 659.04 . . .

8.48 677.52 2*408.57

Interest to July 1, 1888

Cash Pd July 1 to Nov. 16, 88$1,914.22
Less for sales & int. 959.88

4.04 963.92

Interest from July 1 to November 16.88 2,057.98 3,008.28

$94,330.89.

OKAS . 0. NIK RUHR..

Auditor.

2.636.11 5,044.68

950.80

[ENCLOSURE]

TRXAIi BALANCE SHORT, EDISON SPANISH COLONIAL COMPANY .

November 10th, 18S8,

« Capital Stock §100,000.00

3 Capital Stock in Suspense 37,500.00

4 Patents 50,000,00

44 J. P, Navarro 94,3.30.89

63 - Havana. Agency: _ _ _ 106, 88.9. .*».

194,330.89 194,330.89.

CHAS. C. NRI3UHR.

Thomas B. Connery, Esq,,

Present.

I hereby authorize you on my behalf to apply
to and obtain from the proper authorities of the Government of
Mexico, a concession covering the • introduction and sale of phono¬
graphs in Mexican territory, and affording me such protection in
connection with my various inventions relative to the phonograph
as the said Government may be willing to grant.

Yours truly,.- - - - — - -y

Thomas B, Connery, Esq.,

Present.

x'*‘UKOratory

THOMAS A. EDISON,

ORANGE, N. J.

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letter of int indue t.ion to j<n.- i!is add ronr. in "e/n ’’di a»n

i ’vonlrt BUo^nsst, that you v/.i re Prof.- l;s, nnhins app ointment for
.•■•’ride;. I have corr-tunicated with hirt, oxplaAnin:; ti nt I Pave
mentioned his name to jou, and have also told V. in, “fine rail ,
the class of work which you would expect of him.

Mr, In Sill him handed mo the revised vrvio run dum, sottinr:
f..rt,h the tarns of eon soli elation of tho X’rti sn n ’’loot tie M<jht •’in.
and tho throo manuCuo turirii' establishments, as prepared by you,
and X find ti n sunn to bn in iio«"rdar<je with our under standing.

Whilst not making it n oondi tion of my agreement to tho o<>n-
F.olldntion, X would hr; ,';lud if you can possibly arrange it, to
have an opportunity to take H«rio portion of throo million do liars
worth of a took, at par, which tho Ryndioatn has tho riith* to
acquire in tho event of tho rev; Company deciding to issuo stock
Tor further capital. Xf tho exploitation of the business is
attended tilth that success which we hu»'0 the r ij'ht to oxpOot, it

l" r,''“'5ir,5» if woha thin- la rnBsibi.0, « ■ fct my personal in¬
terest should n--t be reduced owin^ r.o necessity m .•„i«o further
* ™H l» a •■» homvor, which I will loavo entirely

.'T.., and «>:»U trust to your arran,:in« it fcr no if you find

i t at all l rant unable.

1 r'hink i(' oi‘ fcl " utmost. importance that the c on it li dut ion
..t.ouJ it bu j-usl.oti sb Aril ;■ as possible. X understand that the
f.ison T.A-fiA Oo. has, at Xsst, obtained tin r j»;hT. to ar-uo before
th« Court of tho ’Tni ted Stntoa the principal point in

di iiimtn in connection with their patent, litigation. As this
uf-;unent, will t uk.-: plane within the next few •voofcs, it is ..ory
desirable that all eta* matters should he arranged before ft de¬
cision is made by the Supremo Court. Should t'-at decision, as
we have every reason to hope, be favorable to the fdi <r> n hloctrio
-T,i'-ht l'lo">Pany, it is ,lu at possible that the stockholders of tr«it.
Company mi>'»it -ot an inflated idea of the value of their pmperty.
Under those circumstances you will, d-ubtless .•ncr>;?iisn the desira¬
bility of expediting matters to the fullest possible extent.

,?ery sincerely yours,

Henry "illard, ”scj.

HARRY F. MILLER FILE

1889

united States of America ^ :

State of New York i : SS.:

City, and County of Hew York.:

I, Joseph B. Braman, a Commissioner of Deeds
for the State of New Jersey, Gne of the United States of
America, in and for the State of Mew York, one of the
United States of America, resident in tho City and
County of Hew York, in said State of Hew York, do hereby
certify that Henry C. Kelsey, whose name is signed to
tho annexed Certificate of Authentication and thereon
written, was at the time of making such Certificate, the
Secretary of State of the State of Hew Jersey aforesaid,
duly authorized to make such Certificate by the laws of
said State of Hew Jersey, and that his signature to the
said annexed Certificate of Authonti cation is genuine.

I further certify that the impression of Seal upon
said annexed Certificate of Authentication was at the
time of making such Certificate an impression of tho
Seal of said State of New Jersey.

. , IN WITNESS WHEREOF , I have hereunto set my hand
and affixed my official seal, this 24th day of January
A. D. .1889.

COMMISSIONER ON DEEDS FOR THE STATE
; _ OF KEY/ JERSEY, IN AMD FOR THE STATE

IJafe.oI Beta ... _ ^

DEPARTMENT OF STATE.

ISO .Broadway, Jam 20,1800.

T.A.Bdiscn Ksq.,

Dear Sir:

Jhe arrangement for ray services tie your
uttor-n oy I understand to bo this :

(2) Whenever requested by you, I am to servo
you professionally as your personal counsel tmt! legal ad¬
visor, and am to bo paid thorofbr an annual rotainar of
§8,000, , pa sib 3 o monthly, beginning a:’, of Sop tom!) or 28,2888.
'fb-’iti retainer in to waver al 2 my cash disbursements of
every bind, in eluding travel in;- oxponsos to and from Orange,
stenographic and tyro-.vriti.nj; charges .telegrams ,pootago and
all ordinary each outlay. Wholher or not I am to .
receive from t. too to time any other and further o onp onaat ion
io to bo loft entirely to your di Karo tion, it bo tog ,how ov o r .
undorritood that you. are to r or.) ember ino to such an ox to rib
as yon may think proper whan apportioning amonj; y t?.ir staff
extra roward or oompenoatioh. I am '/rilling to 2 oavo th.is
entires y to you.

(8) Litigated bus toons , in c 2nd inj; for instanoo
your claim against Gilliland and Tom! too en,ia to bo oral ti¬
ded from the above c anponsation. For that class of work
I am to be paid snoh fair and reasonable o onponsa tion ,wl th-
out Began! to the above arrang cm ant , as may bo proper.

I do not anticipate that you will over have any fault to
find with my bills in this regard, but if yai do, I am quite
willing to leave thin al so to you, yon- dociaion to bo fi¬
nal .

I'A) WheneVor a quos tion arises, as to Y/hoth or
in any particular matter ,sBrviess and disbursements are to
bo considered as appertaining io yourself and to bo covered
by the said §8,000., or whether th ey arc to bo considered
as proper charges against a third party, your decision is
t, o bo final .

(4) All services and disbursements of my firm
axu included in the a l»v o arrangeineYrt, this lotto' covering
their work and outlay just as if done by mo. that is to
say, I will take care of my fins, out of what I cot»

(SJ Should any dissatisfaction arise b otwoon
us,eitlier party may terminate this ammggmgriHr on throo
months written notion.

1 send yai two c.apiai of this letter,,.. If the
loiter moots yairrapprova-l, -please write yauenatao a.t-thp
bottom of both c^iori, arid Shari return one to me, and file
t Itc other away among your ov;n papers ,

Hoping this will prove satisfactory. #o you,
as it is to mo, I renato,doar sir.

, l HIS AS K r. E M EN T made this
day of by and between the

PENNSYLVANIA .RAILROAD COMPANY,

a corporation organized and existing: under and by virtue
of the laws of the State of PENNSYLVANIA, party of the
first part, and THOMAS A. EDISON, of Llewellyn Park,
in the State of New Jersey, party of the second part.

T/ itnesseth

TOIEREAS, the party of the second part has invented
certain new and useful improvements in telegraphy,
called the phonoplex, particularly set forth and des¬
cribed in the following Letters Patent of the United
States and applications therefbr, to wit: Letters Patent
Ho. 333,289 to Thomas A. Edison, for an improvement in
telegraphy, dated December 29th, 1885; Letters Patent.

No. 333, 290 to Thomas A. Edison, fop an improvement in '
telegraphy, dated December 28th,, 1885.; application fdr "
an improvement in telegraphy, filed October .fiSSd.;.. 1885, arid
numbered 180,689; application for 'an iniprp'vement in
telegraphy, filed October 23d, 1885, and, numbered 180, -
690; Explication for an improvement iy$ telegraphy, filed -
November 24th, 1885, and numbered 183-j 895; ••’application;^,
fbr an improvement' in telegraphy, filed .February igth;-, :
1886, and numbered 192,483; application for ; ah. impros.y®-'
merit in telegrtphy, filed February 19th, 1886, and •
-numbered .192,484; -.application for an improvement in
telegraphy, filed May 15th, 1886, and numbered 202,226.

AND TOIEREAS, by the use of the invention and in¬
ventions iii said Let iters Patent and applications des¬
cribed, two or more signalling circuits can be created

anci worked over a single wire wholly independent of each
other, and without interfering with the o jiginal circuit,

AI® VJURRRAS, the party of the first part is de¬
sirous of acquiring the right to rise the. said inventions
on the wires operated hy it.

NOV/ IT IS AGRKRI) AS FOLLOWS: -

First. The party of the second part, for and in
eon si deration of the royalty to he paid by, ami the
agreement of the party of the first part, as hereinafter
stated, hereby licenses and authorizes the party of the
first 7) art to use upon such telegraph lines as are owned
or actually operated by it within the United States the
inventions referred to in the preamble hereof and des¬
cribed in the Letters Patent and applications therefor
therein mentioned.

Second. The right hereby licensed to the party
of tie first part is personal to it. and not, assignable,
and it covenants and agrees that it will not. assign or
atter.pt to assign this instrument or any of the rights
granted to it, or grant sub-licenses to any other person
or corporation without the consent in writing of the
licensor, and upon any assignment of arch rights or
grsmt of such ait-licenses, made or attempted to be
wad-o, by the party of the first part or re. suiting by
operation of law, or upon any other divesting of the
title or right of said party of the first part here.under,

-3-

this Xi <3on.se and all right a granted shall at the election
of the licensor he thereupon forfeited, cancelled and
annul led .

The license hereby granted is not an exclusive
license, and shall in no way interfere with the right
of the party of the second part to license the use of
the aforesaid invention to such other persons and cor¬
porations within the United States as he may deem proper.

Third. The party of the first part hereby covenants

and agrees to pay to the party of tip second part for

each and every separate signalling phantom circuit.

created by the use of the said inventions of the party

of the second part, or any of them, arid actually used
annual

by it, the following^ royalties, that is to say, for each
circuit over w ires upon which are employed simple Morse
instruments, duplex instrum ants or quadruples instru¬
ments, ONE HUNDRED DOLLAR R.

Each arid every point, on a wire where the phnnoplox
repaater is employed for the purpose of relaying signals
from one phantom circuit into another shall be consi¬
dered as the terminal point of one circuit, and the
starting point of another, the same as if the former
were grounded at such point without connection with the
next created, and royalties shall be paid ac cording! y,
as herein provided. ■-«

Royalties shall cormenoe on the starting for actual
business of each c ircuit employing sal d -inventions and '•
shall apply to every uddi tional circuit created by the

-4-

use thereof. But should the party of the first part at
any time cease to use any circuit once- created and dis¬
connect the instruments, ail royalties for such circuit,
shall cense fitmi the time notice in writ in" of such di s-
continuance is given to. the party of the second part,
it bei*ng the intention of the parties hereto that royal¬
ties shall bn paid only for circuits actually used by
the party of the first part .

Pour t h. - 0,, the first days of July and January in
each and every year during the continuance hereof the
party of the first part shall render to the party of
the second, part a verified statement showing the number
and location of the circuits operated and used by it
under the license hereby granted, and employing the
inventions hereinbefore mentioned, or any of than, for
the six months ipmodiataly preceding, and shall at th'«
same time pay to the party of the second part, all
royalties due thorelbr. And in case the party of the
first part should neglect or refuse to render the said
, statement oi’ pay the said royalties for a period of
thirty days after the same is to be rendered or paid as
above provided the license hereby granted shall at the
option of the party of the second part cease.

Pi f t h. This license shall in no way be deemed to
authorize the manufacture or sale by the party of the
first part of any of the inventions described in said
Letters Patent or .applications, and it covenants arid
agrees that during the continuance hereof, it will
. purchase the sane only from such persons as nre author is:

[ATTACHMENT]

Charles E, Pugh, Esq , General Manager,

Philadelphia, Wilmington & Baltimore Railway
#233 South 4th i’t . v Philadelphia , Pa,

Replying to your letter of the 26th Inst
•> the use of Phonoplex ci rcr its or. t'na lines of the Phi).-. •’

";i Uiunjji.ou & Baltimore Railroad oncl the Baltimore ~ Pot run
i ay roe with you that the operatioi i of these lines comes
the spirit of the agreement betweer •, myself and the Pennaylv ajtl
Railroad Company, and that it is not necessary to exc-ou
rate agreement.

New York City, March 19th, 1889.

T. A. Edison, Esq.,

Dear Sir:-

•Ra Electric Railway Inventions.

I beg to say that at yoiir request I have
carefully examined all the contracts between you and the
light Co., and all the contracts between the light c0. and
the Electric Railway Co. of the U. S. including those to
which you are a party, and am of opinion that jour obliga¬
tion to turn over to the said Electric Railway Co. your in¬
ventions relating to electric railways expired Jan. 12,

1886 .

Referring to the two contracts between jo u and
the light Co. dated Nov. 15, 1878, and Jan. 12, 1881, the
same doubtful question which we have heretofore discussed
in connection with jour obligation under those contracts to
turn over to the light Co. your Electric light inventions,
appears again with reference to your electric railway in¬
ventions, to wit, whether the last named contract entirely
superseded the earlier one,' or, on the other hand, whether
you are still under obligations to turn over to the light
Co. all' inventions covered by the earlier contract until
Nov. 15, 1895. If that obligation exist, it is possible
that the said contract of Nov. 15, 1878, as well as the
contracts between the light Co. and the Electric Railway
Co., may be so construed as to enable the Electric Railway
Co. to acquire through the light Co. your Electric Railway
inventions until the said date of Nov. 15, 1895. But in
order to accomplish that result, a very forced construction
must be, placed on your said two contracts with the light
Co. It: is not probable that such a forced construct ion
would be sustained by a Court, but in view of the bare pos¬
sibility of such an occurrence, I renew the suggestion
which I have heretofore made on another occasion, that you
procure from the light Co. a release from this possible
ambiguous construction of the said two contracts. The
contracts between the light Co. and the Electric Railway
Co. are so drawn that the said release from the light Co.
would effectually dispose of any possible obligation on
your part to turn over any of your Electric Railway inven¬
tions to the said Railway Co., made after Jan. 12, 1886. ■

The probability of your two said contracts with
the light Co. being construed adversely to you is so re-
mote, that after giving the subject full consideration, I
do not hesitate to give the opinion first above expressed,
to wit, that you are under no obligation now to turn over
your inventions so far as they relate to the subject matter
of Electric Railways, and that any such obligation on your
part relates only to inventions made prior to Jan. 12, 1886.

I annex hereto for future reference copies of

those portions of the contracts with the Electric Railway
Co., relating to your turning over your inventions.

Respectfully,

I

Re Electric Railway Co. of tire United States
and J.Ir.Ediscn'n -Obligation to Turn Over the Inventions
Relating to Electric Railways. Extracts from Contracts,
Made by ifr.Eaton.Haro h,18S0 .

Nov. 10,1878. Agaoement between Mr. Edis m
and the Light Co. Tho preambl o refers to invent ions
discovorioK improvem Oits and devices pertaining to oloctric
lighting, or "relating in any way to th0uso of electricity
"for the purposes ofpowor.or of illumination or heating,

"or relating to improvements in Electric Engines, or to
"tli e devel oping of electric: currents by machines or othor-
"wise.for any uso or purpose, except oloctric telegraphy."

Sec. 1 assigns to the Light Co. "all invom-
"tions .discoveries , devices and improv orients" relating to
"electric li -hting or to the uso of electricity for tho
"purposes of power, or of illuminatinn or heating, or to
"improvements in electric engines, or to tl. e dovol cjping /. of
"oloctric currents by machines, or otherwise for the pur-
"po3 os or uses above mentioned or any of thon."

This agreement covers all the above inventions
etc., for seventeen years.

Jan. 12,1881. Agreement between Mr. Edis cn and
the Light Co. The preanbl e states that the experiments
oarrieci on under tho above contract "cover a widerdliold
"of experiment an-.’ investigation than was originally
"foreseen", and "result in various inventions, devices and
"discoveries .which may not be within the- letter of tho for-
"mer agreement , but whi eh theparties aro agreed should
"of right belong to the Company."

Sec. 2 relates exclusively to electric rail¬
ways. It is a long section. It provides "that the right
"to use all inventions, heretofore or her oaf tor, wi thin the
"period of five years, to b e made by the oaid Edison or at
"any tim e bel onging to the Company, which are useful or i

"aiplicabl e to the business of construction .maintenance, j
"operation or equipment of railways, or to th e manufacture
"and production of any machine, device oipart thereof , whi ch j
"is or may be useful in such c instruction, operation, mainte¬
nance or equipment ".shall be convoyed to The Ediscn
El ectric Light Company. j

Tlie las ^. clause in the said Sec. 2 provides j

that the Light Co. shall license the said Railway Co. to !
use any of the Light Go's, patents of Edison for railway i
purposes only, "and the said Edison agrees to convoy to said j

"Company absolutely all inventions relating to the method j

"or means of manufacturing railway equipment or of con- |
"s true ting or operating railways by power derived in any j
"manner from electricity or electrical apparatus , whi ch

(1) i

/

"have been o r may hereafter b e made by him within fivo
"years fron the date hereof, and win in like "mariner li-
"oonoe or procure the said Company to t> o lie ed to use
"any and all inventions or iuiprov ononis made by him horoto-
"fore not already assigned or which h v is now tinder ctn-
" tract to assign to othor pa rtios ,as v/eh as all inv nn-
"tiorin or impro variants wh: ch shall bo made by him within
"the said five years, which are aiplicutol e t0' the prodr ct-
"ion or manufacture of tho mechanism or equipment used
"in the operation o C sue h railways ",

IToto. The Edis ar. .Electric Railway Company
above mentioned was never formed, but ±ri lien thereof the
Electric Railway Company of the United States was foniicd
as appears b el ow.

April 26,1883. Agreement lb etwoon C.D. Field and
5. Cr. Ro ed, of the first part .and Mr. Edis: an and Mr. Eaton,
on boBalf'of themselves and tho Light do., of the second
part.

Sec. 1 provides that a conl’oration shall bo
fonned "to which shal 1 bo transferred dll the inventions
"now owned or controlled by the parti 0s hereto, being a pL.
"plicabl o exclusively to el octrica^roptalsion on railways
"x x x x x alid all machinery, railway equipment , imp! emont s
"and other plnnt used for developing tja e snni c, oxcliisivo
"of light and heat by el octrieity. « ;

Sec. 2 provides that "ail fobtu re inv cTd ions
"of the said Edison made prior to Jan. 12,lijg<3,x x x x x
"which may bo exclusively applicable -to electrical pro-
"pulsion on railways (but not including lighting and heat- i
"ing by electricity) shall also be transferred to the said
"corporation x x x x x the said corpora- tion snail al so
"receivo- exclusive licenses to. use x x x x all inveh- t
"tions which have beai made or may ba made by the said
"Edison before Jan. 12,1886,x x x x x incidental to such
"propulsion, exclusive of lighting and ideating toy electri¬
city."

Sec. 3 provides that this a. CP7 can out relates i

otxly to the United States, but Field agrees that if the \

Lighit Co. should hereafter assign its ^Canadian patents to
the said Railway Co. .he.Fiel cl,will assign his Canadian i

patents also. :

April 26,1883. Tho above o-Croangnt excluded
elevated railroads in Hew York City,so this agreonsnt was
dravm to cover those railways. It i3 substantially the
same as the agreement of April 26, l$a3 ^ above m &\X. ion cd,
that is to say as regards Mr. Edison's inventions.

May 18,1883. Agreement betweoi tho Light Co. ,
Edison and the Eloctric Railway Co. of -fcheU.g. This agree
inent refers to the above contract of April P.e" 1 88 3 al so

(a)

f

recites and schedules the variovis pat cyits of Edison and the
Light Co. relating tlior et o , and transfer the sajno as provided
for in tho said other agreemgrt of Apr'l 26,1883. That
is to say this is an as ignin ent of the inventions and
patents .vfhereas the other wasonly an agreement to assign
then.

This agreement provides for “the transfer of
"n or tain interests in and rights under tho inventions "
specified in the schedules annexed.

The first preamble relates to the "inventions
"already made by said Edison x x x x x and all future
"inventions which may be m^dp by him" relating to electric
"rail v/ays , "within a certainher einaftor specified."

Tho second prorambl e s tates that tho Light Go.
is "by terms of certain agreements with Thomas A. Edison,
"dated November 15, 1878, and January 1 8,1881, ent itl ed
"x x x x x to all inventions^:’ improv ononts of the said
"Edison relating exclusivol Jr^tho propul si on of cars,carri-
"ages or vohicl es upon railways by el oetrieity ,and to in¬
dentions used in or incidental to the c ms tru c tion ,ina 31-
"tonanc e, equipment and operation of. such electric rai Iways ,
"which have been made by the said Edison or which may h ero-
"aftor be made by him within the period of five years from
"the 12th. day of January, 1881 . "

Sec./: provides that the Light Go. and Mr. Edison
shall transfer to the Rail way Co. in addition, to tho
patents- specified in the said schedul es , "all other inven-
"tions (for the U.S. ) relating exclusively to x x x x x
“electric railways and their operation x x x x x which have
"been made by the said Edison x x x x x and all other such
"inventions which may bo ibade by tho said Edison before
"January 12,1886. «

This contract excludes the use of Mr.Edis m ' s
invohtions for • other purposes than electric railways.

Sec. 6 also relates to Mr. Edison's inventions,
but only to thrs e made peior to Jah. 12,1886.

See. 7 is as follows: "The Light Company not¬
withstanding anything h ore in contained, be can cs bound to
"convey only ouch Letters Patentsof the United States
"or interests therein as novo are or may hereafter hecomc
"its property under the cehtain agreement with Thomas A.
"Edison referred to in the recital hereof." Tho above
agreement possibly . refers to two certain agreements re¬
ferred to in tho preambl e, to, wit, the agreements between
the Light Co. and Mr. Edison dated Nov. 15, 1878, and Jan.
12,1881.

I have read over all tho Electric Railway
contracts referred to in my letter to, Mr. Edison dated Octo¬
ber 1 ,1388, purporting to give a complete list of the
Electric Railway contracts. Mr. Tate writes mo under dato
of Eeb. 23, 1889 , that so far as ho knows that list is a
canplotc one. X still believe my said list contains j

(3) |

every contract . The above extracts aro all that- X can
fintl in all those contracts that boar upon tho matter
which I now have nncler inv estigat ion , as set forth in the
heading of this man.

W

torch 83, 1889.

memoranda.

J 1 • ThOBWon-touaton Co . £& dein?. % larne, iwiatoc

-■*»““ ** «»«wber*4 tbat.tfce isolated

buoineoe of the Earner-ton Electric oo. prior to.iaot Auguat wae
aonp with the Thoms on-Hou«ton automatic flypamo* and an the re¬
putation acquired by the Sawyor-Man &>.. wap because of the es-
cellence of that dynamo, to the use of which they were eadlueively
confined. In the change of relatione .which occurred at .that time
between. the towyer-toh, Weptinghouae and Thomeon-Hpueton companies,
the, yhomaon-Houeton Co. acquired the, oxciUfl.ivp rifiht to exploit
A&g. 2Za^g£Pg£a,tas.»„ eince then- the Sawyer-ton Co. has been de¬
prived of the right to call upon our company for dynamo*. Ihe
re*ult Ae, that we are no*, doing- a large iaoialto buttinewj^: and a
much larger huaineao tha* the Sawyer-ton Co. Watt doing lafcfc year
at. two time. in fact the proepeet in the t w* «h«U take nearly
1 all the isolated fauatoene heretofore done by the Sawyer-ton and
tostiBgiKHJM coBpapiea. W» can apt underat and where the. other
aipe-teeth* ef the . coBp*wtio»;,eijLwtea t* by Nr. Bditon «CHx>e
9Mto being referred W p one-tenth,- aa outside or the
statep ;aatt Sawyw-lfes compass there fasefeeen very little
competition with the Bdiann. co. to the isolated field, wore than
^half the, entire isolated business of the O.B.ce. KM teen done by
^their onn^gt. torren, of the Chicago office, who hae juet connect-
>d himaelf with our company. we regart the eesetaeretioa with

O (■

r«yip#et

respect to the isolated businoeeof very great value to the Edison
Co., and we ere sure that upon full examination Mr. Bdison can not
fail to agree with ue.

8- i* asked that we go entirely out of the lamp bu-

ji ^iness. This is a proposition wliieh wo could not agrao to, and

* which, under the circumstances of the ease, would not be desirable
j| for your company either. It would not be well for our mutual
v f - . ^interests

'"i ‘'"'s' (a) Because we should in no way interfere with your business

7—r^ hy continuing to make our preeont lamp, nor would we compete with
‘ J; ! you in any way, as we might direotly do by claiming to manufacture

- \ j ^3>our lamp.

0 i*"* ls {b) By having To** our installations and for your install®-

: j t ions lamps of somewhat different manufacture, especially as re-
j garde socket and base, it would be very difficult and even im-
-J - - rpraoticable for 'ti** installations of either company to secure
5 ^ lamps manufactured by the other for use on its circuits. We

.. » > should thus he permanently protected against a very considerable

2

H : i ^.degree of annoying competition which might result from the procur-

'• i ^ .iae at eoeond hand, by* various customers, lamps mads by the other

1

^ ^ i party, because the difference in eoetets, voltage, and general
; i„r : conetrueSien* would prevent their -using the lamps in competition.
.5'Jf j (<j> By keep! nf our ieterosle separate and maintaining our

J J^Z 3 separate lamp factories a larger amount ef business could be a«»
cured by both companies under friendly relations than could be se¬
cured by oao ccopaey, and an arrangement could easily bo mods bs-
\ tween our companion for a division of the profits from our ladp

3-

businoee which would b« satisfactory to both your company and
our®.

Hr. Edison* s allusion to the greater cheapness of your lamp
may be true, hut we would call your attention to the fact that we
av« JtaaJcing between two and. three thousand lamps per day at the
smallest possible expense, and- while our lamps may cost ua slight¬
ly mere than yours, they certainly are mada with infinitely
greater economy than are the Sawyer-Man Weatinghouso lamps. They
have a large and extravagant gactory in New fork, of which you are
doubt leso well aware, ami a large one at Plttehurg; in each of
v/hich they are doing a comparatively small hualneae, much less
than 'we aya doing, and in both of which they have a management the
reverse of economical and efficient.

3. The throe-wire licence. Whether this patent can he
sustained we do not desire to argue, as we ars discussing theaat-
t«r under eonei«ei»tion purely as a commercial and not on a pat¬
ent tossiw. It will suffice to say that we believe tint we have a
defense, which will bo produced at the proper time. We notice
tmt liar. Edison suggests that if we have a license under this
ay stem we would kill your isolated as well as central station
business in every town the license extended to. We will agree
not to uee the 3-wire eyete® for any isolated work, and wo will
agree not to use it in any snail town or central station work
without dividing with your company the profits arising therefrom
on a basis that will be entirely satisfactory to you. T»day tha
business is being secured by bitter and expensive competition be¬
tween the agents of our two companies, the result being the

demoralization

?i demoralisation of prices; all of which could be avoided by the
ff- proposed arrangement and the business secured at a profit between
-•r-,4 the two companies, giving to eaeh more than either la getting un-
ij der the preaent system. Ao evidence of this fact you need only

\ to take the proposition lately submitted by your office in the
'? .c~-town of Nyack, h'.Y. , where* after bitter competition between our -

two companion, the contract was awarded to your company at a price

- <j 5

-« “Vftaking' into consideration the guarantiee your agents have made)

.cL 5 Q ■

^ n fceuave to far below *Oft* If you will take the report of
4 ^ \»5y of your careful engineers this statement will be easily prov¬
en. Similar instances are constantly arising which could be
^ ^ entirely avoided by hamonious work.

*h \ ■' •. ■ . -

jour^ pai^t ,

We observe that Ur. Edieon assumes that any contract

binding our company to buy e stipulated amount of

J. apgaratjis^rrc

; H 1L euCfiplenMy long term of years to be entirely satisfactory .with a

1 the Edieon Co. Would .be only a temporary arrange-
r contract which we might make could be made for a

w $at

the angual profit- should also be satisfactory.

1^4=43 -i .. ....

^ * 5. Wo note hie remarks upon the success of the Thomeon-

,'fioust n Co. in which he attributes our success to taking phrt pay
An -stocks and bonds* and evidently assumed that we figure 'our pro*

1 1 tit by taking Ahead «r»nnv« nn<t bbnda at the par value nr fade
i value. we observed that lathe annual statement or the Wieon
■ 'co. for 1887, we think it was, the amount of stocks and bonds held
by that company was a little in eM9Ce of a million of doilare,aad
such stocks and bonds were taken et paw. thus showing that the pra>
f . me

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bfcobosofj »«.«»8am0u<. pm} «j® pnaiuopa soonie© a# © P*»UfJtm4tM0.'

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/V ...cf~va •tA* rN- *7k <fe'C ••••' ^^vh,-'

fits of your company can hardly be said to be “unadorned*. Our

*/-- (A^ «W- fjAuv i d,' /■(,.< .,.<r-- A. t<. "V~ (&**•

onnaal statement for the same year showed that we .took our bomle

Lc/ S< A r' y-L r -'f- '\^-0 LmJ' t C .rft

at less than fifty ce/nte cm the- dollar, evoi^r one being poddL and

"U\..e Zl&o-ft $ a»-/v-Y:fc' "•/ tM--*. .

that wa took the stocks of our local companies Jheld toy us at lejes
ut-i.YA- // /> o ^ e <f $ **■ A. -4—

titan thirty-three and ono-third pants on the dollar, .if Mr. Edison

underatood this he certainly would not have thought that ww wore
"adorning* our profits by an -overestimate of the value of the se¬
curities which we held. Mr, Edison thinks that by pursuing our
policy their company could have. dons a much larger bueineea than
it has. By referring to the annual statements above cited, it "N^ ^
will be seen that the securities held toy our company were ipyen- fj ;
toried at about ono-fourtfe the amount at which the Edison Co, '

... ^inventoried the local company securities held by it. v -

* t*

. * 8. Ue notice that Mr. Edison thinks that there is no coin- ~

v 9«^aion in our agreement not to go into large cities with the
('■ thiee-wire system. Our success in many of the large cities, such
WfttfvfcaL Hava®, Ct., Paterson, M.J., Cleveland, 0., Columbus, 0.,and
r^'aady Other places, having now about one hundred 3-wiro central
V 5\ otati^ptSs is perhaps an answer to this.

'o s\ •] • ’ ' • • -

Mr. Edison argues with perhaps wore or lew justice
/that the direst system will earn dividends in small places where
«| 1 the lighting. is chaifly confined to an ares of one sguare nils,
l I where by the uee of the alternating system the companies would

... 0 i\

,jleee money. Inasmuch ae we propose to make a MilSOttSStt HiSAfc
:Aj<m with your company of profits arising from &U. foyspaflUf. Sfflte.
tral stations hie argument should be met by such proposition.

■“£ j. V. In

L

5 3r

J ^ cahelueiW^wo would eay that we do not wish to bo under*

„frto4(S asking ifav^rs of the Bdison Co.,- wo are merely suggest¬
ing ^iiStercfc} rbl^tiono which tho writer feels well assured would
Crota&t i^J miStuai go<jd. After ton years or bitter litigation and
^epmorcijil ^ompatitjon it is our opinion that the business inter-
^catiK of ^JOtft) eo^pcn^Cw' con be best subserved by some unison of
d$w8£*}8 ^ inSfercits.C We have in a previous letter suggested e
closet* alliance than that embodied in the draught oubmitted to
- ife* . Rcli6on, and we are quite convinced that in the way of enhanced
priced and reduced business .expense?, the stockholders of both
companies would occurs a greater return if some close business
owkmection could be brought about; and that one could be arranged
thipt would be satisfactory to yourself, to Mr. Edison and to your
stockholders, we hpvo no question. If Mr. Edison would make him-

oefif familiar with the very efficient legal corps controlled by

S. ~ - 7 _

-bur company and our associate companies, and with the fundamental

£ runiure of many of the patents controlled by the Thomson-Houston

CO., by Mr. J.J. Wood, and by the Schuyler, Excelsior, Fort Wayne

of

•Jenney*, and Van Depoele Co*s, the A eetricians of all,, these
companies being very earl# in the field, w6 thin* he will conclude
that a combination might be made which would be very strong and
very effective.

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[ATTACHMENT]

April 1, 1889.

MR. EDI SON'S REPLY TO THOMSOH-HOirSTON MEMORANDA
Of March 38d, 1889.

i x .

Thi 3

4 11 chnnrto fron a iUxot! profit t,0

apja-.ji-cr iM .l0t .5,.nut> M 1>hoy

ail uni. norm oiio, v/l-i <3
trl]'. o.i’ fierce ooripoi

HOrim'* *'’«» the Thontnn-Monaton flynano, and

the b-o,* of ro la, ..ion ro«,Uin«, the 0 fan go of *,*.*,«, of
dinposin,; of t>,„ dynamo has not, bettered t.1,o Tp,-,,

Monoton ©schemer. nofoi-o the profit was fix©*, n„,v th0
mvlcn-, wn made undo,- cnrpotition, in which tjl0 lawyer - r*,
loot, money.

Th‘* I,ut their ac-piiBition of Mr. "-arron,

.ornni lj of i,ho .r. ... Oo., as a consideration, ho having
done half of tho whole U. 0. Oo. business. As tho United
Kt.nt.es Oo. did an airiest, exclusive isolated business, and
lost,. An so, nm years upwards of $1,400,000, this statement,
does not. appear to he of ,;rout aJWn tativo valun.

> lines i) .1- .10, pa,.G <"> , T-H

n ).

Rodiiood expenses is one of the inducements hold out.
One of tho greatest reductions, is all lamps in one

factory, ditto similar type dynamos. Yet they ro pu.o this,
o as reasons, a. and b., par^jrnph » - reasons that
mi(;ht paBn with.ii-E6ni.fl,. hut. which the writer, i fho nndor-
;ood his own business, b quid not. for a moment believe
would bli ml t hose familiar with it. They are absolutely

[ATTACHMENT]

silly anfi fallan-i nuK a*,., ,

• ny W0U "TUi-rod Imp factory ,0uld

on sixty days notion ftimW, lwi,« of Wy .„Ua,,R anri w„h
»'iy soclot. in connection with lines 9 a in, a00 stnto_
m°"‘t in J'° ’'’^twijhouiio two lamp Cantor ios. -.oeause 0 '■
two Cantor ins l suppose the lumps cost Oy.r, v.ij, n).n (]nr}(t
the vaJ.no of this statement oomo into this a«wm«rtt( except
<’n thn wronr side.

ILL

evidence to void o,
a linen an’ vn S,»0I

<ir« if a public ti.j

yet r.,in Thorisun-Ji'iii

l't

‘ last

ut the proper l.ino they moo

thine wire patent, why do they wait
• thin,-.; nan he used to •.raid n patent
ot.lior competitors «an void it., and
■m ho. want. u linen an. Ao the say in
paragraph, they have a very efficient

ol

corps of lawyers; hence I infer they mist kww ♦.*,

-ants. If the above statement pf csp ability of ”Oidimris
true, they would not. *,«t R license; if untrue, th * would,
AO they usk for the Ucon.so, the statement is another very
pool* simple of ar^inentation.

In paragraph ft, page 4. they speak of fierce conpe-
t ition, low pry.cOM &c., md assume that if v,e H

coalition this will be stopped. This is a conceited as-
sumpt. ton . Tho Thom »m-l ’oust, on and hdi am 'Jompanie s can '
no more control the price than tho tides. The Company
vdth tho best record, the host and cheapest machinery will
do tho business, patents or „o patents. The fact of tho
matter is, ?V. Allard, that all electric lighting ma¬
chinery is entirely too 'high now. These, high prices hurt •

[ATTACHMENT]

—v

btioinnss, '"ith the le-idon collar. of the Uditnn floctric
Tight Co. r. round nu, I have -never ?■> <) on able t.o show v; halt
c.<n bo <’ono. All. i,h flu's people are amateurs. The ground
of cheapening lum ncn.’oely boon Gcrc.toh.od. They do tpo
bbnt ».h« y cun with what. they have, but let., us brock ’tho •
louden colli-.r and you vill mo s bi*«ln« coi.ij.et.it. ion Mint
v'ill t.’ o"i the real <jcH.ij.ot it. ion is. • •

p o n r t h. Ti.c nan has yet. t.o be born who can draw a
contract with the writer on the Thom ton-’ least on mono that
cannot. >>o *t •rsri ert . The business Is too comprehensive. 'Che
moment they want to si. np payments, they can do as th.o !?oll
bom;. any & id to fivnfle their ’"e stern Union contract drawn hy
several lawyers after three - nn-ozntt ■ *<*-+■.■.■ . , • -

>’ i f t I.-, I d id not. assume any particular value for

the Edison stocks . "hat. ever vultie they have, the Company
or stockholders paid no cash for them.

The at iit.'-nont. that the Thomwm-Houston Co. took
bonds at 50 certs and stock at .bit X /’'>/- on dolls)1, is only
a play on figures, bookkeepers' humbuggnr-y - and no at at fe¬
mora at all, no data, nothing.

".'hut rotation tin on the actual bottom cent of* the -•
station bear to the bonds and stock is the only deter¬
mining factor for ascertaining whether the bonds are taken
at 50 cents or some other figures.

{hast nix linos of paragraph » T-H memo) My state¬
ment. holds good. Had we done- ns ThomsOn-Uouston do a. b we
would hnvo made enormous profits. As the Vhonson-Houston

[ATTACHMENT]

-4-

Oompanj ho 14 their ■„,„«« *H hold their stock- and took it
u+, rt.V l/rt cents on (folia.", they si mild inventory' then at.
iOwut 1/1 n, a„ !.),0 honpuny tool: M eir stock «t par,

frori 'lompanies which have ,io vat nr, nnrl what is of fur more
oonsoijuonor , no bonds. Thin rev-u.;r*rh „„ .,0 th*

loor.o cliHi'nc ter of the argunenta of tpo writer. .. j

•’ 1 x t h . 'Phene urn not. large. oi ties. Their nt.n- •

tions we twopenny affairs overhead, -ire make shifts find
nro equivalent, to about. l/J.n of the gas supply. 0n„ mighfc.
w. well bond that, part, of i, roil road whioh .n»n« to gravel,
pits, ^hoy am not permanent, and go when confidence and
inventors go into real electric lighting.

■f o v o n -t ,,v.y ri-oiti.d'we divide? - ny~niro

'< honson-Houst. on lopipuny t.o do our own business?

(Thtge n, T-U rrnno., ton paragraph). .These are the
usual stock phrases. The reduced business expenses Ac..-
argument is entire! y nullified by the- other paragraph of

the memo .

The statement, that they ask no favors from the
k-dison Company might, be mot. by the fact that, having boldly
appropriated and infringed every patent, we tvse, thoro in
very lit. tie left to favor them with, except our business,
which they are now after.

The way to reduce expenses Vould bo for the Thnn non-
Houston Oo. to- turn over t.heir inenndoscmt business to us

o knovf it. and own it. ,! and. .keep their-
solves, and work together; nut. they do

arc 1 igh t to thota-
not: want thin; they

[ATTACHMENT]

[ATTACHMENT]

consideration o r competition, and maintain ».>,* tn do a
bun InoKK in this country, prices cm at bo -at. down
•‘>n to 7f’ i,nr '*'*>'• l«>wor th«n nw. /-nd the rmont tno
lend on a oil nr nj* t. in M-ht, kimpuny in removed, it will >,o
done, and v,o will fin Jon a -rent profit. „t prices Unit would
soon «W our oong.ot.it, 0 m wh* -ood, hn.iny, w^rousiwo'
oorg.otit.ion moans. Hut. i.o rto this, tho new -Vm, parti must
•stand alono, unencumbered by n't alliances or contracts. .
Tho money wo will haw will, bo an fTioiont if you find it,
film cult to raise anymore. If you make tho coalition,*
my usefulness n» an inventor is -one. ”y seiVicoo wouldn’t
})0 worth a penny, I gun only invent, under powerful incen¬
tive. v.n competition means no invention. It's the~sanO
with tho mop. I •‘>ut ve around, mo. It, 's not money they want..,
but- a chance for their ambition to work .

New York City, March 26th, 1889..

C . ■ H . COSTER, Esq , * ■.

Dear Sir:-

Pursimni 4 • R@ EdiS°n General Electrlc Co. Organization Contracts

asked me! y°Ur '•‘"""V SUbB,U b6l°W my °Rlnl0n on the questions you'

c an i t n i f" a director safely sign the certificate that, the

pital is fully paid in in cash, as required by Sec. 30 of the New Jer
sey statute of 1876, under which the Company is organized?
llabil,, My rePly is that I think he cannot, without incurring the-
liability mentioned in Sec. 56 of that Act. Under the old New Jersev
statute qf 1849, which the present law of 1875, substantially replace!
the specific distinction in the act of 1875, between payment in cash and

ST*" Pri°Perty’ 1Sn0t draWn: oonsequently, were that Act still ij
force, the rule of law would prevail that an honest payment of property
really worth the amount, is equivalent to a payment in cash Jlwde*

IT™ LNeW JSTtSTiT V ACI °f 1849> SUStain

lv intended' i • there is no doubt that the Legislature clear-

the same, he is liable. [See Secs. 54, 55, 30. 32 and 56].

seems t0 me that, the contracts in question disclose a
to “oiI°.r ? tbehreqUiren,ent of the Statute [the intent in fact being

lie » of IZ Tn i°°I'0"tlfl0^M' WUh the l6gend Prescribed in
. of the Act], and that the Courts would, under the peculiar re
qu irements of. the Act, hold that, personal- liability was incurred if the
said Certificate set forth that the stock was issued for cLh

[2]

How. many certificates of fully paid capital i

t be

My answer is that at least, two must be made, under Secs tn
1 :pti ; r:fre °f In00rp°ratl0n «•«» .General Co.. contain!
ta«,„ K 00 000 .LT

, eacn. fl certificate that this amount is all paid in in
cash must be made and filed. PutureMncreases of cani t " ln
from that amount up to any other desired amou„

aggregate than the limit of $1,200,000. set forth in tL^S

by one celuncl T, ^ °f $10-800>000- all be covered

Ini Z llTt I! rrSaSe’ " ^ SeVeral* 83 may be — * convent-
. * it may, a certificate for each and all increases

i , “ -* b, the offi HIZTT

majority of the Board, and a.orn to, aa provided Tor Ip S.c 30

- por r:r:Lr?rr# l%r

aforesaid oerUno.t., the I? ^ “• .

2.

personally liable.

[3] . Referring to what is known as the Trustee Stock,
$3,166,650.., covered by what is known as Agreement E, between the Gener¬
al Co. and Mr. Decker, is that stock in the eye of the law issued for
cash and fully paid?

It appears, from the ceremony to be gone through with here,
that after I subscribe for the said stock, the General Co., Mr. Decker
and I, are to hand each other our several checks' for the above amount,
which we afterwards exchange and probably tear up, and that ultimately,
after all the ceremony is gone through with, Mr. Decker holds the above
stock as stock supposed to be fully paid for in cash, the real considera¬
tion therefor received by the General Co., however, being merely a
promise from Mr. Decker that he will sell the stock, under certain orders'
and pay the proceeds into the Treasury of the General Co-., within two
years. *• There is no limit as to the price at which Mr. Decker may. sell
it. If it will not bring par, an amount: less than par will go into the
Treasury, in which case the stock would certainly not be fully paid.

If the Directors would not consent, to have it sold for less than par,
would not the stock itself have to be turned over to the Treasury? ' In
that case would it logically have been issued at all?

Can there be any doubt, as regards this block of stock, that
if the Certificate of Fully Paid Capital required by Sec. 30 states that
this stock is fully paid for in cash, the consideration really being the
promise of Mr. Decker as set forth above, such certificate is false, and
the officers and Directors who signed it are liable? Moreover, could
not Mr. Decker be restrained from voting on that stock, on the ground
that it was issued without value?

I am told that perhaps this stock may be used as security
to borrow money on, but it seems to me that a lender would hesitate to
accept it as good security, -if he knew the facts. While there may be
two sides to this as to all other questions, I think the
reason is in favor of my view, that at least this particular block of
stock is not fully paid.

[4] Referring to the liability attaching to Directors who
sign a false certificate, as discussed above, are any Directors liable
in any way except those who actually sign it?.

In answer to this question, I do not think the liability
would attach to Directors who do not sign. It is true that if any party
be ultimately injured by the falsity of the certificate, assuming that
my view of the case is correct and that the certificate is false, a
question might arise whether the cautious- Director, who saw and knew
what was going, on but held himself, aloff while his associates signed the
document which he. would not sign, would not- be liable. It seems to me
that this conduct on the part of the wary Director would not be held to
be misfeasance. Directors might honestly differ on this question of
1 lability, just, as the lawyers are now differing about it, and I think,
there can be little doubt that no Director would be held responsible for
the acts of his- co-directors in this regard.

[5] Assuming that all stock be issued, as is now contem¬
plated, without the legend "Issued for property purchased" being stamped
uoon the face of the stock certificates, and assuming that Courts held
that in this c.ase the certificates were issued for property and ought
therefore to have been stamped, is .that stock fully paid up, as required
by Sec. 5 of the Act, or would the holder of such a certificate be liable
in a proper action brought by a judgment creditor to recover a balance
due on unpaid stock?

It is difficult, to answer the above question. While it
hardly seems possible that Courts would go so far as to hold such a stock¬
holder liable, no matter whether he. was innocent of the facts or knew
them, still I can conceive that some Judge might possibly take an extreme
view and decide that inasmuch as the stock purports to be cash stock, and
as no cash was paid for it, the liability attaching to the holder of
stock not fully paid, is enforceable. Capitalists intending to invest
largely in the stock might hesitate in view of the possibil ity of this
result.

[6] Assuming that. I. am right in the criticisms I have made
above on the present scheme, is there any way whereby it can be modified
to the end that the present organization under the New Jersey Statute
may be used?

It seems to me that there is no way of doing this unless the
certificates of stock are stamped with the statutory words "Issued for

property purchased."

The first thing I would advise is that the scheme for issuing
the Decker Trustee Stock.be abandoned. I cannot see how this, stock can
in any view of the law be held to be issued in the first instance as
fully paid for cash. But even if that difficulty were removed by allow¬
ing that block of stock to remain in the Treasury unissued for the pres¬
ent, there still remains the objection that the Certificates of Stock art
not stamped with the statutory words "Issued for. property purchased.".

Were la capitalist intending to invest in the scheme outlined in these
contracts, I would not do so unless the Certificates were stamped with
the aforesaid words as required by the statute. . If the plan to issue
the Decker Trustee stock were given up and the stock certificates were
stamped with the statutory -legend, I think the present plan might more
safely be carried out. But unless that be done, it seems to me that
the wisest course is to abandon the present scheme and begin again under
the laws of some other State. In that case, the scheme would be far
less involved and the contracts much simpler.

[7] -If the present scheme of organizing in New Jersey were
dropped, what other plan of organization should be adopted in its place?

My own opini.on is that the best plan would be to form a new
corporation under the Manufacturing 'Act .of 1848, -State of New York.

The Company is to be emphatically a New York organization, and itsbusi-
ness is in the main to be conducted here. The natural home of the
Company is in this City, and the incorporation should, if possible be
under the laws of this State. '

You are so family

- - ‘ v/ith the aforesaid Act of 1848

are^these"1^ S°m6 °f th®-1#a8t faDlillar matters relating to it’ They

Ca] Stockholders are liable for the services of
laborers. [Sec. 181.

[b] If the indebtedness exceeds the capital, the
trustees assenting thereto are personally liable for the
excess.. [Sec. 23],

[c] There is no .liability touching, false reports

and certificates, unless the signers know them to be false
To create personal liability, there must be guilty knowledge
n this regard, this statute is far preferable to the New
Jersey one. [Sec. 15].

[d] Stockholders holding three per centum of the
stock can demand from the Treasurer a detailed statement of
the affairs of the Company every six months. [Sec. 27] .

[e] The fee for filing the Certificate of Incorpo¬
ration in New York is about six times greater than in New

Jersey. In New. York State it -would be Fifteen thousand

dollars on a Company of .Twelve million dollars capital.

There are no annual taxes on franchises, payable to the
State from corporations carrying on manufacturing within
this State. I think, the law is the same in New Jersey.

[f] Under Sec. 3, Ch. 838, L. 1866, the corpora¬
tion could hold stock in other manufacturing companies such
as the Shops, and could also hold stocks in the licensee
Illuminating Companies. But I do not think it could hold
stock in the Light Co. I have- in mind, however, a- plan
whereby the stock of the Light Co. could be acquired with¬
out violating the statute. I think there need be no seri¬
ous difficulty about that.

[g] There is no delay in forming a corporation
under the Act of 1848. . The whole thing could be finished
in a few hours.

[h] There is no provision for stamping any legend
upon certificates of stock. Stock may be issued for pro¬
perty purchased at a. fair value. [Sec. 2, Ch.333, L. 1853],

[i] The Act of 1848 is remarkably free from pit-
’ allB of a11 kinds, is well known and understood by the

C0,nlnUnIty generally, has been interpreted by the
Courts for so many years that doubtful clauses are now made
"rtaln- and iS llkely t0 confidence among investors

•Generally speaking, investors would hesitate less to buy
stock in a company formed in this State under this Act, than
in one formed elsewhere.

[8]. In closing this letter, permit me to say that T have
~d. It „ short;., possible, pnrp„. , "f

c., o .8„ authorities. „ desire . I.,*,,,, opinion,' ;

will gladly, prepare it.

• Very truly yours,

[ATTACHMENT]

I RK EDISON GENERAL ELECTRIC CO.

I ' . •

| LETTER from MR. EATON to MR.Vri-

| LARD accompanying Set of Con-
$. tracts and other Papers for Or-

3 eanizatinn . •

[ATTACHMENT]

New York City, March 30th, 1889J

HENRY VILLARD, ESQ..,

Dear Sirs' -

, . Re Edison General Electric Co. Pursuant to your request

LlZl P77i& Set °f C0ntracts and other pepers for organizing this ’
P f nrS"f " icate of Incorporation under the Manufactur¬
es fono^s N6W Y°rk' ^ beg t0 hand th6ra t0 ** *««rUh."

S B d T f°rra °f C°ntraCt between General Co. and

Si c r r 8 ihe stooks of the shops- wuh «»«t «* Drex-

' 8 & C°- t0 act as DeP°SIteries. and provisions relating thereto.

F H Proposed form of contract between the General Co. and

of Jbe uSt"co Hi InSUU’ f°r aCqUlrln« the Property and assets
“ns"‘ of Drs“1' More“ J *« - »•-

Trust Agreement between the Farmers' Loan & Trust Co
Mr. Eaton, and Messrs. Johnson and Insull relating to depositing the
stocks of the Light Co. and Shops. •

By-Laws of the General Co, These are the By-Laws

rr:/™: the New jer8eycoBpany- auered - •“**- *■

DeUIls °f capitalization and distribution of cash,
took, and Trust Certificate,, under the various. Companies .

_N^_6= Proposed minutes of First Meeting of Board of Trustees.
eclrl0 c7~ , Gortif icate of Incorporation of the Edison General El-
including a carefully prepared statement of the objects for
which the Company is formed. J ur

The proposed contract with the Syndicate for an option to our-
“hase the Treasury stock $2. 666, 660, I will draw when requested to do

:;;an rrr zs°a mmber °f °thar papers r°quired to ^ the

7 °f or6anization, but before beginning work on them I will require
further information. • require

Per,nit me t0 say that <-he documents herewith submitted have all
been prepared within the past two days, and under such pressure that I

[ATTACHMENT]

r: bni 1 wu - 1°

«. ... S;“; cciT" ih* «

Respectfully yours.

[ATTACHMENT]

EDISON GENERAL ELECTRIC CO.

SHERBURNE B. EATON

AGREEMENT. TO PURCHASE STOCKS OF

[ATTACHMENT]

' A

no. 1: |

THIS AGREEMENT made the day of April, 1889, between

the EDISON GENERAL ELECTRIC COMPANY., a corporation organized under the ?
Laws of the State of New York, hereinafter called the General Co.., party f

of the first part, and SHERBURNE B. EATON, of the City of New York, I

party of the second part.

WHEREAS the General' Coy has by a' resolution of its Board of j=?

Trustees passed April ., 1889. determined that it is desirable and ■ 1 \

necessary, for the business of that Company to aaquire all the shares 1

of stock in the capital of three certain manufacturing corporations . ! ' *

whose several products are required in. the prosecution of the business
of the General Co.., the said-three corporations being as follows, to wit:

The Edison Machine Works, Edison Lamp Company and Bergmann & Company.,
the same being ordinarily known as, and hereinafter called, the Shops:
and • -

WHEREAS the said Eaton now owns or controls a majority of the
capital .stock of each of the said three Shops, and is willing to sell
the same to the General Co.., and is further willing to undertake to
acquire possession or control of the balance of such stocks for the pur¬
pose of also “selling them to the General Co.., and the General Co. is
willing to purchase the same, such sales, to be made subject to the '
terms and conditions hereinafter set forth:

NOW THEREPORE, in consideration of the mutual promises herein¬
after expressed, the said parties agree as follows: I

FIRST:- The said General Co. hereby agrees to purchase from
the said Eaton, and he agrees to sell as fast as he acquires. the same,
all the shares of stock in the above named three corporations or Shops,
the price to be paid therefor to be $3, 485, 000 apportioned as fol¬
ia] The price to be paid for the stock of the Machine
Works, the capital of which is $750,000. divided into 7,500
shares of $100. each, is $1,400,000.': that is to say at the
rate of $186.$ per share, the said purchase price of each
share to be paid as follows, to wit': Cash $62.22, and the

balance, approximately $124.-46, in shares of the capital stock
of the said General Co. at par., a portion thereof., to wit. J

$46. §, to be represented by Trust Certificates, provided for

below.

• lb] The price to be paid for the stock of the Lamp

Company.the capital of. which is $250,000. divided into 100

shares of $2,500. each, is $1,200,000.: that is to say at
the rate of $12,000. per share, the said purchase price of

[ATTACHMENT]

each share to be paid as follows, to wit: Cash $4,000;., and

the balance, . 8, 000;., in shares of the capital stock of the said
General Co. at par., a portion thereof, to wit, $3,000.., to be
represented by Trust Certificates, provided for below;

[c] The price to be paid for the said stock of Bergmann
j & Company., the capital of which is $750,000 divided into 7,500

shares of $100. each, is $885/000.-: that is to say at the
rate of $118. per share, the said purchase price. of each share
| t0 be paid as folloWs. to wit: Cash $38... and the balance

$80.., i.n shares of the capital stock of the said General Co.
at par., a portion thereof., to wit, $30... to be represented by
Trust Certificates, provided for below.

.SECOND:- It being considered desirable and of advantage to the
shareholders in the Shops, whose shares of stock are to be sold to the
i General Co> as ^rein provided for., and it being, the intention of the
| PartleS heret0* that as re8ards a certain portion or percentage of the
shares of the General Co. payable in exchange for the said shares in the
Shops, all dividends thereon should be contributed to the General Co
unti! the earnings of the said General Co.., as determined by its Board
of Trustees, shall amount in any fiscal year to eight per centum upon
the entire capital stock of the said Company; and it being further con-

; es;:?r; in,order the more effectuany to tie

I vh ch“r; , 1 aforesa*d portions or percentages of stocks, as to
Whi0h dlvldsnds are to be donated as aforesaid, should be deposited in
j trust with the Farmers Loan and Trust Company., the said Trust Company
to issue certain Trust Certificates as provided for below in this in¬
strument, in exchange therefor., the said Trust .to continue until eight
1 Per °entUm °n the tolal capital stock -of the General Co. shall have been

oefrsnLckaS-afthreSpald! /I 13 agreed that aS re8ardS the pa^ents m Shares
of stock in the General Co. to be made to the said Eaton as aforesaid,

certain percentages thereof shall, immediately upon receipt thereof by
him from the General Co,, be deposited by him in trust with the Farmers'
Loan and Trust Company., of New York, subject to a certain Trust Agree¬
ment made of even date herewith by and between the said Trust Company
and the said Eaton, and E. H. Johnspn and Samuel Insull. a copy of
which is hereto annexed, marked Exhibit "A", -the-said percentages of
stock thus to be deposited, the same to be represented by Trust Certi-
oates as prbvlded for in the said Trust Agreement, being as follows:

[a] As regards the purchase price' of each share of stock
of the Machine Works. $46 § of the said stock of the General
Co. shall be deposited in the said trust, the total deposit ■
in this regard being $350,000.

[b] As ^gards the purchase., price of each share of the

stock of .the Lamp Company., $3,000. of the said stock of the "

[ATTACHMENT]

General Co. shall be deposited in the said trust, the total
deposit in this regard being $300,000.

[c] As regards the purchase price of each share of the
stock of Bergmann & Company, $30. of the said stock of the
General Co., shall be deposited in the said trust, the total
deposit in this regard being $225,000. j|

-aid WS agreed that aS regardS a11 shares of st00k in the

said three corporations, or Shops, to be sold by the said Eaton to the

I;-?1 hereln Provided for., and as regards the purchase price

payable therefor., including, the Trust Certificates provided tor in the
Trust Agreement hereto annexed, the same shall be deposited with the
banking house of Drexel, Morgan S,Co.„ New York City, subject fo the
provisions of a Memorandum hereto annexed marked ".Exhibit B"„ and of

ne;«.°0Z\:0a0t ^ fUCh DeP9Sltarles heret0 marked ".Exhib¬

it C . that is to say. for purposes of security, and convenience, all

• °°ka; """ TrUSt Cartificates. as aforesaid, shall be received and

distributed by Drexel, Morgan & Co.., without passing through the hands
or custody of the said Eaton. 6 s

. ~ Uf Hi " Neither of the Partles hereto shall be held liable fo,
any act or default of any agent or person employed in any capacity in

he'reT "Vi 7 Pr°VlSl0nS of ^.agreement, but each of the parties
also ex!i! liabV0t MS °wn fraud or willful misconduct and shall
ment of agents^'0™ 6 ^ ^ g°°d faIth ln thS Seleotion «d employ

IIPTHi." In case, the said Eaton fails to acquire possession of
the entire capital stock of the said three Shops, as rapidly as required
by the General Co.., the said General Co. may at anv timo on n q ...

llllTtrlThT t0 T SaId Eat°n' St°P PUrChaSlng the said shares "of
stock from him as herein provided for.

AH shares of stook' whether in the. Shops or the General Co-;.,

° “7 at 7 tlme bS in the oustody or control, of the said Eaton or
i a d Dr9“1, M°rgan * C°- und*r the provisions of this agreement
shall be voted on by the same under the direction of the Board of Trus¬
tees of the General Co.

one halfT^S^grer!,t Sha11 not blnd General Co. until at least
aforesaid, shall have agreed to sell. . ...**

•o «*■ rr1 c°-

°,rs j.

[ATTACHMENT]

his hand and seal. Done at the City of Nev; York, on
first above named.

EDISON GENERAL ELECTRIC COMPANY
by

• [Seal]

Attest.

Secretary.

the day and year

President .

[Seal]

Witness to Mr. Eaton.

[ATTACHMENT]

E-X H I B I T A .

[i Thls Exhlbit is the Trust Agreement between Mr. Eaton
I and the Farmers Loan & Trust Company, and will be found in a separate
I wrapper by itself, marked “No. 3".

[ATTACHMENT]

EXHIBIT'S..

.MEMORANDUM of Details for Depositing the Shares of Stock in the
Shops, with Drexel, Morgan & Co., as Depositaries, as provided for in
the Annexed Agreement made by and between the Edison General Electric
Company and Sherburne B. Eaton.

Drexel, Morgan & Co. will act
to facilitate the sales and transfers
ment mentioned above.

Depositaries,
ivided for in

or Intermediaries
the annexed agree-

II.

The General Co. or Sherburne B. Eaton shall supply Drexel,

Morgan & Co. with the requisite cash, certificates of stock in the Gen¬
eral Co., and Trust' Certificates, to enable them to promptly pay for all
shares offered. Temporary Receipts may. be” issued by Drexel, Morgan &

Co. in their discretion, but no payments shall be made, in exchange for
such Receipts, until at least one-hal-f in amount of the Shareholders
of each of the three Sh.ops shall have either agreed in-writing to sell, or
deposited their shares with Drexel, Morgan & Co.

I i J , .

No charge shall be made Shareholders for transfers and receipts.
Fractional shares shall be avoided by fair equal izations • in cash.

Stocks purchased shall be turned over to the General Co. by Drexel,
Morgan & Co. as fast as purchases are completed; and the voting power
on all shares covered by the said agreement, whether in the Treasury of
the General Co. or in the hands of Drexel, Morgan & Co, as Depositaries
as afo'resaid, or of the said Eaton, shall be under the control of the
Board of Trustees of the General Co. The period for depositing stocks

[ATTACHMENT]

[ATTACHMENT]

E X H I B I T. C

Consent of Drexel, Morgan & Co. to act as Depositaries.

JE, the undersigned, having read the annexed agreement between
the Edison General Electric Company and Sherburne B. Eaton, together with
the accompanying Exhibits A and B, hereby consent and agree, for the
purpose of completing the purchases and sales of stocks therein provided
f or, to act. as- Depositaries, on the terms and conditions therein set
forth. Done at the City of New York, State of New'York, on this the i
day of April, 1889. i

[ATTACHMENT]

■ r/Y'

EDISON: GENERAL ELECTRIC CO.
— and -

• E. H. JOHNSON and S. INSULL.

AGREEMENT FOR SALE. OP LIGHT CO.
r/I ~ STOCK, also Consent of Drexel,

; fc. Morgan & Co., to Act. as Deposita-
'Jfei’ ries, with Memorandum Relating

1889.

[ATTACHMENT]

No. 2.

THIS AGREEMENT made the day of April, 1889, - be-

tween EDISON GENERAL ELECTRIC COMPANY, a corporation organized under
the laws of the State of Nev; York, hereinafter called the General Co '
party of the first part, and EDWARD H. JOHNSON and SAMUEL INSULL, both
of New York City, parties of the second part. '

.WHEREAS the General; Co. has. by a resolution of its Board of
Trustees passed, the . ,- day of April, ' 1889, determined that it

is desirable and necessary for the business of that Company to acquire '
all the property and assets of a certain corporation named the Edison
Electric Light Company, hereinafter called the Light Co., including its
patents, inventions, and rights relating to electric lighting and to the
general application of electricity for the purposes of electric light,
heat and power; and

fflEREAS the said General Co., recognizing the fact that it can
acquire the aforesaid property and assets of the said Light C6. only by
the unanimous consent of the shareholders of the said Company, desires
to enter into an arrangement with the said Johnson and Insull for the
purchase by them of all the shares of the Light Co., to the end that the
unanimous consent of the shareholders of that Company may thus be secured
for t.ie acquiring by the, General Co. of all the property and assets of —
the Light Co., as aforesaid; and

WHEREAS the said Johnson and Insull are willing to undertake the
task of purchasing all of the said stock of the Light Co., on the terms

and condition hereinafter set forth!

N0Wl THEREFORE, in. consideration of the mutual promises herein
expressed, the parties hereto agree as follows:

The said Johnson and Insull hereby agree to use their
prompt, and best efforts to purchase or otherwise secure full and absolute
control of all of the stock of the said Light Co., and as fast as any
portion of the said stock. is secured, to immediately deposit the same
with the General Co. to be held by it subject to the provisions of this
agreement .

■ • JECONPi Whereas the value placed upon the said property and

assets of .the Light. Co.: by the General Co., and the price which the Gen¬
eral --Go. is willing to.-pay for ther same, I is four millions of dollars
[$4,000,000.]; , -and whereas, the Light. Co. • is willing to advance and pay
to the said- Johnson and Insull the aforesaid price as fast, as, and in
proportion as; they may acquire the shares of the capital stock of the
Light Co., as aforesaid, upon condition that they will deposit with the
General Co. the Certificates of Stock as regards any and all shares which
the General- Co.may pay for as aforesaid,- the same to beheld by the General
Co. as security for the said payments or advances; and -whereas, the
capital stock of the Light Co. being $1, 500, 000.- divided into 16 000
shares of the par value of $100.- each, the proportionate price to be paid
or advanced by the Light Co. to the said Johnson and Insull as aforesaid,
for each share of stock of the .Light Co. deposited with the General Co'.

[ATTACHMENT]

3’- 2.

as above provided for, . would be $266.1: Now, therefore, the General Co

l t0 adVan°e ^ Pay t0 th@ Sald Johnson a"d Insull the said

sum of $266.1 upon each and every share of stock, in the Light Co cer¬
tificates for which they may. deposit with the General Co. as afoiesaid
the said payment, to be made in the capital, stock, of the said General Co

General r — ref ' ' -wit< to.be advanced in stock of th^’

General. Co., at. par, . and the balance,- to wit $91 i in v,~

plaIeUSf, Cert4fii0aiteS' &S herelnaner P^^ed for., ’ the same tHIL^he
villi T . ^ am°Unt' °f St°*k ln the sald ”al Cd., as pro- :

11 . d , hl® instrument, and in a certain Trust. Agreement, Exhibit:
j A’ heret0 annexed, and hereinafter more particularly referred to.

fl . ' It. being, considered desirable and of advantage, to the •

Si aharf°lders in the. Light. Co., whose shares of stock, are to be sold Jo
|. the General. Co., as herein provided for, . and it. being the intention of
; the parties hereto, that, as regards a certain portion or percentage of.

I *e J T™1 C°- payable ln exchanee for the said shares in

I! S co intn'ih I ^ there°n Sh°Uld bS 00ntrlbu— to the Gener-
1 Board' ^ ♦ 6ar!! I186 °f thS Sald General Co- as determined by its

1 B d °f Trustees* shall amount in any fiscal year to eight per centum

desirabl “T" l**"* Si°°* the sald Company; -andbit being-further
Sat h 0ITT the^ raore effectually, to carry out the above, Inten- ■

tion, that the aforesald-portion-or-percentage of stbcks'asTo^wrich--—
dividends-are-to be-donated-as-aforesaid, -should be deposited in trust
with the Farmers'. Loan and Trust.Company, the said Trust, -Company to issue
certain Trust. Certificates as provided for below in this instrument, in

er:!? ih\sald Trust-to continue «ntn,elght.per oentumon
the. total capital stock, of the General Co. shall, have been earned as

;Itn1S agreed that, as regards the payments in shares- of stool
in the General Co., to be made to the said Johnson and Insull as afore- •
said, a certain, percentage thereof shall, immediately upon receipt, there-
of -by -them f-rom the General^ Co.-, be deposited by them i-n trust, with the
Farmers .Loan and Trust. Company, of -New York. City, subject, to the certair
Jrust, Agreement, . already mentioned herein, made of even date herewith
byand between the, said Trust. Company and the said Johnson and. Insull,
and Sherburne B.; Eaton, a. copy. of which is hereto annexed, .marked Exhib¬
it. A, the said percentages of stock, thus to be deposited, the same to
be represented by Trust. Certif icates as provided for in the said Trust
•Agreement, being as -follows:

tPRR<, AS rafards ' the-amountvbf stock, in the: General. Co., to wit, .

$266<S, payable to-the said. Johnson and Insull, upoh their . depositing
each share of .the Light Co., as herein provided for, a portion thereof,.
tlf r°UnV $i \ ShaU bG rePresented by the aforesaid Trust Cer-
) Trln ! inasmuch as the. total number of shares of the Light Co

lm t0lal am0Unt °f the ™ -----

the saidTr^Tn “ S* that-“ regards &11 sfiares of stook
the said Light Co., to be. deposited by the said Johnson and Insull with-

the General Co. as herein provided -for, and as regards the stock in he

[ATTACHMENT]

! Gen6ral C°* to be advance.d thereon by that Company to the said Johnson

! and Insu11' lnoludIn8 the Trust Certificates provided for in the Trust

! Agreement hereto annexed, the same shall be deposited with the banking

: house of Drexel, Morgan & Co., New York City, subject to the provisions

[ of a M^«°randum hereto annexed marked "Exhibit B"„ and of their Consent
| t0 aot as such Depositaries hereto annexed marked 'Exhibit C"- that
j is to say, for purposes- of security and convenience; all stocks and
i Trust Certificates, as aforesaid, shall, be received and distributed by
Drexel, Morgan & Co., without, passing through the hands or custody of
the said Johnson and Insull.

— In case the said Johnson and Insull. fail to acquire
possession of the. entire capital stock, of the said Light. Co. as rapidly
as required by the General Co., the said General Co.,. may at any time
on reasonable written notice to the said Johnson and Insull, . stop pur¬
chasing the said shares of stock, as herein provided for.

All shares of stock, whether in the Shops or the General Co
which may at any time be in the custody or control of the said Johnson
and Insull or the said Drexel, Morgan & Co. ..under the provisions -of .' . .
this^agreement, shall be voted- on by the same under the direction of the

Board, of Trustees of the General Co.

This agreement, shall not. bind the, General. Co. until- at.-leaet _

one-half of the stock of the said Light Co. shall be under the
control of the said Johnson and Insull. for del ivery, -or the owners of
at. least, one-half, as aforesaid, shall- have- agreed to- sell. .

The General’ Co. shall, nod., sell, pledge or in any way. whatever
| transfer -any of the stock, in the- Light, do. deposited with it. as herein
| provided -for, without first, having -obtained- in writing the consent, of
the said Johnson and Insull. together with the further written. consent
of at least two-thirds of the Board of Trustees of the said General Co.

.SIXTH: When all the capital stock of the Light Co. shall have

been deposited with the General Co., as herein provided for, and unani- •
mous consent by ’the owners of all the said stock shall have been given
to the transfer by the Light Co. of all its property and assets to the
General Co., also as provided for herein, and, further, when such trans¬
fer shall have been made and completed and the' General Co. shall be in
full, perfect, and quiet, possession of. all the .aforesaid property and
assets of the Light Co., of every- sort, and description whatsoever., in- ■ ■
ciuding all patents, inventions, rights, franchises, stocks, bonds, and
all onuses 0f actiori of every -kind whether in law or equity,'- the General
Co. will give back to the said Johnson' and Insull all the shares of
jstock. of the Light Co. deposited by them' with the said*General Co as
provided for herein. - ‘

'-^3WTH!>' Neither of the parties hereto shall be held liable
for any act dr default of any agent or person employed in any capacity
in carrying out the provisions of this agreement, but each of the par-
hereto shall be liable for his own fraud or willful misconduct and
also exercise reasonable care and good faith in the selection and
employment of agents. , ■

[ATTACHMENT]

1 K WITNESS WHEREOF the said General Co. has
! oaused its c°rp°rate name and seal to be hereto affixed by' its proper
i °[fi°er“ lh6r0untc duly authorised; and the said Eaton has hereunto set
I ^1S hand and seal • Dol1e at the City of New fork on the day and year
first above named.

I EDISON GENERAL ELECTRIC COMPANY

by

Witness to Mr. Eaton.

[ATTACHMENT]

„ „ This Exhibit is lbe Trust Agreement made by and between

o u. *Ai-u„. b. rf. JOHNSON and SAMUEL INSULL. and the Farmers' Loan

I marked No^r"7’ 'Whi°h V'1H ^ f°Und *" & S6parate wraPPer * “self,

[ATTACHMENT]

UH J B IT B .

MEMORANDUM of Details for Depositing the Shares of Stock in. the
Edison Electric tight. Company, with Drexel, Morgan & Co.., as Deposits- - -
'iTies, as provided for in the Annexed Agreement made by and between the
|j EDISON GENERAL ELECTRIC COMPANY and E.H. JOHNSON and SAMUEL INSULL.

Drexel, Morgan & Co. will act as Depositaries, or Intermediaries,
to facilitate the sales and transfers provided -for in the annexed agree¬
ment, mentioned above. 6

-i-i.

The General Co. or Johnson and Insull shall supply Drexel, Mor¬
gan & Co., with the requisite cash, certificates of stock in the General
Co., and Trust. Certificates, to enable them to promptly pay for all
shares offered. Temporary Receipts may be issued by Drexel, Morgan! &
Co., in their discretion, but no payments shall be made in exchange for
such receipts, until at. least, one-half -in amount, of the Shareholders of
the. Light. Co. shall have agreed in writing to sell, or deposited their
shares with Drexel, Morgan & Co.

III.

..j charge shall be made Shareholders for transfers and receipts
fractional shares shall, be avoided .by fair equalizations in cash Stocks
purchased shall be turned over to the General Co. by Drexel, Morgan &

Co. as fast as purchases are completed; and the voting power on all
f shares covered by the said agreement, whether in the Treasury of the
-al Co. or in the hands of Drexel, Morgan & Co. as Depositaries as
aforesaid, or of the said Eatqn, shall be under the control of the'

asahe TrUS\T /I the G9neral C°- The Period for. depositing stocks
as herein provtded-for., may be limited at, will by the General Co., writ¬
ten notice whereof shall be given to -Drexel, Morgan & Co. Reasonable
I compensation for their services hereunder shall be paid by the General

rexe , organ & Co., together with all expenses, including le¬
gal advice, printing, &o. including ie-

[ATTACHMENT]

-u^r^z".: 5-* zur r\r

*■•* 'w*>° >•» ~.p

[ATTACHMENT]

S X H I.B I T. C ..

Consent, of Drexel, Morgan & Co. to act as Depositaries,

r the undersigned, having read the annexed agreement, between
the EDISON CENTRAL ELECTRIC COMPaKT-ana:-BDWSRD~HT~JOHNSOW^d~SIRPEir~
INSULL together with the accompanying Exhibits A and. B, hereby consent. i
and agree, for the purpose of completing the purchases and sales of stock!
therein provided for., to act, as Depositaries, on the terms and condi- '
tions therein set. forth. Done at. the City of New York, ;State of New
York, on this the day of April, '1888.-

[ATTACHMENT]

1|

1.U

FARMERS * LOAN & TRUST. COMPANY

— with -

SHERBURNE B. EATON

JOHNSON AND SAMUEL fNSULL;

[TRUST AGREEMENT. RELATING TO DE- '
iPOSIT IN TRUST., OF SHARES OF
■IsTOCK IN LIGHT CO. AND SHOPS;
IaLSO FORM OF TRUST CERTIFICATE;

Dated, April 1889.

[ATTACHMENT]

THIS AGREEMENT, made the day of April, 1889, between the
FARMERS- LOAN & TRUST. COMPANY, of New York City, hereinafter called the
TRUST. COMPANY, party of the first part?, and SHERBURNE B. EATON, of New
York City., "party, of the second pari/; and; EDWARD H. .JOHNSON and SAMUEL
JNSULL, both of New York City, •parties of the -third part..

WHEREAS the said Eaton has heretofore entered into a certain
agreement with a certain corporation known as the Edison General Elec¬
tric Company., hereinafter referred to as the General Co.., for the sale by
him to it of all the shares of stock in three certain other, corporations
known and hereafter referred to herein as the Shops, to wit:' The Edi¬
son Machine Works, Edison Lamp Company, and BergmannS Company, the said
agreement being hereto annexed for reference, marked Exhibit A; and

- the said. Johnson and;Insull have also heretofore entered

into a certain agreement with the said General 'Co.!, for selling to it
the entire property and assets of a certain other corporation known as
the Edison Electric Light Company, hereinafter referred to as the Light
’ *nd f °r • ?lng thejnjanimous •consent of all, of the shareholders
e said Light Co.:, to such sale, the said agreement being also here¬
to annexed for reference marked Exhibit B; and

WHEREAS both of the aforesaid agreements provide 'for deposit--
ing in trust with the said Trust Company, certain shares of stock in the
said General Co.'., and for the issuing by the said Trust Company of cer¬
tain Trust Certificates in exchange -for the said shares thus deposited;
and

WHEREAS it is intended by this agreement to set forth the terms
and conditions upon which the aforesaid trust; is created:

NOW THEREFORE, in consideration of the mutual promises herein,
made, and of the sum of one dollar in. hand paid by each of the parties
hereto to each of the others, the receipt whereof is hereby acknowledg¬
ed, IT. IS AGREED: . 6

.FIRST;.- The said Trust Company HEREBY AGREES to receive and
hold in trust subject to this agreement, any and all shares of stook'in
the said General Co; delivered to it by either the said Eaton or the
said Johnson and Insull, or by the banking house of Drexel, Morgan & Co
acting as Depositary as provided for in the two said agreements, copies '
of which are hereto annexed as aforesaid, and to issue its certain Trust
Certificates as against such deposits and in exchange therefor., the said
Trust Certificates to be of the same, tenor and effect as the form of
Trust Certificate hereto annexed, marked Exhibit C.

SECOND:-

in the General Co-.

The total value at par .of the said shares of stock
to be deposited With the. said Trust Company by the

[ATTACHMENT]

! said Eaton and by the said Johnson and Instill, as aforesaid, is Two
! Million two hundred and fifty thousand Dollars [$2,250,000.]., that is
! t° SW- Twenty-two thousand five hundred [22,500] shares at the par value
of One hundred Dollars [$100] each, the same being apportioned as fol¬
lows, to wit: Maximum amount to be deposited by the said. Johnson and
| Insull, Eight hundred and seventy-five thousand Dollars [$875,000]., and
j maximum amount to be deposited by the said Eaton, Eight hundred and sev-
| snty-f ive thousand Dollars [$875, 000]-.

! . THIRD:- The said Trust Certificates shall be in such amounts

|;and made out in such names as the aforesaid Depositaries, to wit, Drexel
j Morgan & Co.., may request, and shall be assignable in like manner as
( Certificates of stock are assignable, and the said Trmit . m _ .

certificates ox stock are assignable, and the said Trust Company., Trus
.ee as aforesaid, shall keep, . or -cause to be kept, a register of the
:ame, and shall receive the same from time to time, as they may be as- '
iigned and surrendered, and issue new certificates in exchange for all

■! . -QURTH: ~ The sald Trust Company shall hold the said shares .of
stock in the General Co-, deposited with it as aforesaid, until the earn-
ings of the said General Co-.., as determined by its Board of Trustees,
shall amount in .anyone _f iscai JCIS-JP. eight [8] per . centum upon the >
entire capital stock of the said General Co,'.; and meantime all dividends
i by the General Co, on the shares of stock thus held in Trust by the Trust
j Company, shall be immediately contributed and paid back by it to the
j General Co., the intention of this Agreement being that any and all divi- ’
;dends on any and all stock of the General Co. held by the Trust' Company
jas herein provided for, shall, be donated to the said General Co,, so
jlong as the said Trust shall continue and until its termination as here-
ijinafter provided fqr, •

1 I lilTH: - Whenever [1] the net earnings of the said General Co¬
in any one fiscal year, shall in the opinion of the Board of Trustees '
thereof, amount to eight per centum upon the entire capital stock of. the
said General Co,, to wit: One hundred and twenty thousand [120,000]

shares, of the par value of One hundred Dollars [$100] each, and of the
total par value of Twelve million Dollars [$12,000,000]'; and [2] a divi¬
dend shall have been declared by the said Board of Trustees upon the
then outstanding stock of the said Company of not less than eight per
centum, then the said Trust Company. a£ Trustee, will receive the divi¬
dend upon the said Twenty-two thousand five- hundred [22; 500] shares of
stock so held by it. or upon such lesser number of ‘ shares of stock as
aforesaid as may -then be held by it, and will pay the same over to the
Registered holders of the said Trust Certificates issued as herein pro¬
vided for, and will further exchange the certificates of' stock in the
said General Co., so held by it. for its said Trust Certificates, it
being agreed that the latter shall upon being surrendered by the then
holders thereof as aforesaid, be cancelled, and that the Trust herein
provided for shall terminate as to each lot of the said Trust Certificates

[ATTACHMENT]

•upon the surrender and cancellation thereof and the issuing in exchange
therefor of the aforesaid stock in the General Co* to which the holders
°f the said Trust Certificate, may be respectively entitled,

Lnt K" D“rine thS exlstence of Trust created by this agree

!!m:n ’ fflpany Shal1 exerclse the voting power on all the

| aforesaid shares' of stock of the General Co, held by it hereunder., as
jit may from time to time be instructed to exercise the said votihg power
Pif thl t Jr“St6eS °f the saId General Co,, provided, however., that
f the SaId Trust Company should be requested by the holders of at least

uetsta?d°entU: ^ ,‘f* ara°Unt °f thS aforesaid Trust Certificates then
^ ‘ d !6: to call a meeting of the said holders, . of! which meeting no-

; t ce shall be given by the said Trust Company by advertisement daily for
at least one week in some paper of general circulation in'the City of
New York, to ascertain their wishes in respect to the manner of voting
by the sard Trustee, and should the said meeting be held, then and in
that case the said Trust Company shall conform. to and vote upon the share'
| of stock in the General Co, then held by it as Trustee as aforesa d n

TZZZ r the/°r0n Uk6n ^ the Sald -^ing by. the holders oJ
a majority in amount of the said Trust Certificates there present in per
son or represented by proxy, in pei

Holders of •a.t -leo.st -fcan _ _ _ . • *

ast ten per centum in amount of the said Trust

Certificeites at any time outstanding, shall at any reasonable time be .
entitled. to demand and receive from the Trust Company a list of the name*
and addresses of the then holders of the said Trust Certificates'.

SEVENTH; - Neither of the parties hereto shall be individually

ab e for any act or default of any. agent or person employed by either
of them in any capacity or for anything, but each shall be liable for
his own fraud or willful misconduct and for omitting to exercise reason¬
able care and good faith in the selection and appointment of the afore-'

! said agents or other persons.

j . .-P ■■’■’"SSS lto sold Trast Company h„

caused its corporate name and seal to be hereto affixed by its proper
of iicers thereunto duly authorised, and the said Eaton and the said
Johnson and Insull have respectively hereto set their hands and seals
Done at the City of New York on the day and year above named.

FARMERS' .LOAN & TRUST. ‘COMPANY,
by-

Attest:

Secretary.

[ATTACHMENT]

[Seal]

Witness to Mr. Eaton:

[Seal]

Witness to Mr. Johnson:

Witness to Mr. Instill:

[Seal]

[ATTACHMENT]

exhibit. A .

-N0TEi This Exhibit is the Agreement between Eaton and The Edi¬
son General Electric Company for the sale by him and the purchase by it
of all the shares of stocks in the Shops,' the said Agreement being en¬
closed in a separate wrapper marked No. 1.

[ATTACHMENT!

E X H I B I T • B ■

JlP.TJii This Exhibit is the Agreement between Edward H; Johnson
Ij and. Samuel Insull, and the General Co.., for selling to that Company all
j the Property and assets of the Edison Electric Light Company., partial
payments being made on account of such proposed sale, by the General Co:.,
as provided for in the said Agreement.

A copy of the said Agreement will be found in a separate wrap-
! per marked Mo. 2. .

[ATTACHMENT]

JJOTE^ The form of Trust Certificate will be prepared when re-
C0nference ¥,Hh the attorneys O' the Farmers' Loan & Trust

[ATTACHMENT]

EDISON GENERAL ELECTRIC COMPANY.

[ATTACHMENT]

BY LAWS OP THE
EDISON GENERAL ELECTRIC COMPANY.

A R T I C L.E I.

OFFICE OF THE COMPANY.

The principal office of the Company shall be in the City of New
York, State of New York.

' ARTICLE II.

OFFICERS.

The officers of the Company shall consist of a President, Vice-
President, Secretary, Treasurer and Qomptroller, and such other officers
as the Board of Trustees may from time to time determine. No officer
except the President and Vice-President need necessarily be a member
of the Board of Trustees.

ARTICLE III.

TRUSTEES.

There shall be eleven Trustees chosen by ballot at each annual
meeting of the stockholders after the year 1889, to manage and conduct
the business of the. Company. No person shall be qualified to serve as
a Director unless he be a stockholder of the Company. . . The said Board
of Trustees may appoint committees, standing or special, from time to
time from among their number, or otherwise, and confer powers on such
committees and revoke such powers and terminate the existence of' such
committees at pleasure. The Board shall fill vacancies in its own
number. .

ARTICLE IV.

PRESIDENT.

The President shall be .chosen by the Trustees from'their own
number, at their first meeting after their election, in each year...

He shall preside at all meetings of the stockholders and Trus¬
tees, shall sign all certificates of stock, and all contracts or obli¬
gations of the Company; shall have general management subject to^he
control of the Board of Trustees, of the business of the Company, in¬
cluding the appointment of all officers and employees of the Comp'any
for whose election no provision is made in these By-Laws, and perform
all other duties pertaining to his office.

ARTICLE V,

VICE-PRESIDENT.

The Vice-President shall be chosen by the Trustees at their
first meeting after their election in each year...

In case of the temporary absence or disability of the President

[ATTACHMENT]

if his office shall become vacant, the Vice-President shall have and
exercise all the powers and functions which are now or hereafter may be
onferred upon the President, by the By-Laws.

ARTICLE VI.

SECRETARY

The Secretary shall be elected by the Board of Trustees at their
.first meeting after their election in each year, and shall be sworn to
the faithful discharge of his duty. He shall record minutes of the
; meetings and transactions of the Company and of the Board of Directors
! in proper books to be kept for that purpose, and shall have the custody
;,and care of the seal, records, minutes and stock books of the Company.
,|He shall attend to the giving and serving of all notices of the Company;
publish all reports and notices required by law; countersign all
'checks; and shall in general, under the direction of : the President,
the Board of Trustees, or the Executive Committee of the Company, per¬
form all the duties incidental to the office of Secretary of such Com¬
pany.

ARTICLE VII.

TREASURER.

The Treasurer shall be elected by the Board of Trustees at
their first meeting after their election in each year. He shall be

lfunS!nrSle f0r,!l'e °are and Safe keeplng and CUSt0dy 0f SU0h °f *>»

[funds and securities of the Company as may come to his hands, and shall
deposit the same as Treasurer, in the name of thp Company, in such
Banks, Trust Companies or Safety Vaults as the Trustees shall direct.

[He shall sign all certificates of stock and shall sign and endcrse all

wMcSSLh n0t!S* aCOeptanoes and orders for the payment of money
which shall be countersigned by the Secretary, except as otherwise pro¬
vided for by the Board of Trustees. He shall render. monthly state¬
ments of his cash account and of the moneys received and disbursed
during the month. He shall at all reasonable times exhibit his books
| nd accounts to the Comptroller and to any Trustee of the Company, and
he shall give bond for the faithful discharge of his duty in such sum
and with such sureties as the Trustees may determine.

ARTICLE VIII.

COMPTROLLER.

th . COn,pf°ller sha11 be elected by the Board of Trustees at

their first meeting after their election in each year. It shall be

the c * hT t0 tlme t0 eXamine aU th8 aocounts a"d vouchers of
TfficZTZ r Traln0 ^ eXpeDSeS °f the several departments and
6 ™8ra°f’ and t0 Presoribe subject to the order of the Board of

Tru tees the form of keeping the Company's accounts.. He shall audit
v se and settle all accounts in which the Company is concerned as
debtor cr creditor, and shall keep an account of each claim- for or

sTlT T m0n,Pany' and °f the SUn,S all°Wed Upon eacl1' and certify the
same to the Treasurer. a

[ATTACHMENT]

ARTICLE IX.

EXECUTIVE COMMITTEE

There shall be an executive committee of five, consisting of

ainnInSldrVf ^ "““h81'8 °f the Board of trustees, who shall be
annually elected by the Board of Trustees from their own number to
serve until the election of the next succeeding Board of Trustees
It shall when the Board of Trustees is not In session, have all pow-
| ers in and about the management and control of the affairs of said
J Company, that the whole Board of Trustees would have under the act

limiLIf1011 C°mPany 18 lncorP°rat9d- however, to such

•| 1 imitations as may be established' by the Board of Trustees.

I ARTICLE X

ji TERMS OP OFFICE AND VACANCIES

The President, Vice-President. Secretary. Treasurer and

!halJ1f°J? °ffiCe f0r 0ne year frora the date of. their elec¬
tion, and until their successors have been elected and qualified
Any vacancy occurring in the Board of Directors, or in the office of
President. Vice-President, Secretary. Treasurer or Comptroller shall
be filled for the unexpired term, by the Board of Trustees.
■ARTICLE XI.

MEETINGS OF STOCKHOLDERS

helrf at Tf”0!1 ^ ThS 'Annual- stings of the stockholders shall be

th rd M d Pr “IPal °fflCe °f thS *« ^rk City, o t

third Monday of January in each and every year. X. he

For thirty days before such meeting the book or books of the
Company in which the transfer of stock shall be registered, and the
books containing the names of the stockholders shall at all time*

I during the usual hours of transacting business, be In to he la

r - T -

fln^l'ue'lndl3 bTt8 r°h meetlng the SeCretaryeshallSmlre°ofutSta°ki

— fir

in b.

letary, he shall not be entitled to such notice.

at anv 1 SP8°lal meetlnSs °f the stockholders may be held

at any time by order of the President, after ten davs nniml !
ing to the stockholders mailed to them at their address as communi

SECTION 3.

At all meetings of the stockholders, absent

[ATTACHMENT]

! writing, but no proxy
re than three years from

| stockholders may vote by proxy, authorized :
shall be voted on, allowed or received for r
its date.

— CT1°N 4- A ^jority of the stockholders in interest re¬

presented either in person or by proxy shall constitute a quorum.

SECTION S_. Each stockholder shall be entitled to one vote for
it each share of the capital stock held by him.

SECTION 6, Prior to the annual election of Trustee * t,v + h

l^irn’^,L”,*‘11 T‘7 thd v°“*’ ston 0",,ss ,6“

| ly after the polls are closed, and shall thereupon declare the result
"d 0*r,,,1’ *”• *■» Secretory or ,h. clp^y

ARTICLE XII.

STOCK AND THE TRANSFER THEREOF

r=5r :r

as 1S ° '; A POrtl0n 0f the St00k -W b* preferred stock,

as shall be directed pursuant to statute.

of th The St00k sha11 be transferable* only on the books

of the Company by the holder thereof in person or unon L T

made upon said books. P an asslen">ent

ARTICLE XIII.

EXAMINATION OF BOOKS

,,h. o, p.rsoB „ 0j‘; _j*;9d 7“'

r ° tto =l”Ck' '“‘PtHg. however, the hook or bool. In which th.
r„„„ of stool shot, be register.,,. t„. b„„s oo«.U,L“e
na.es or the otoolhold.rs, which bool, shall be open to th, eiLlna
tZllr for *“•* d**» t. election

MEETINGS OF TRUSTEES

The Trustees shall meet on the third Monday of January in each

so j:ry yr and on the third Monday °f

Pres d nr^ DftS ib' StSeS ^ ^ h6ld at tlme* 0rder of' 'the
I llTi T’ <<< ret,U0St °f tW° °r m°re Trustess ^ter two days

notice in writing, mailed to each Trustee at his residence or p of

[ATTACHMENT]

6.

: business, but the said two days notice in writing may be waived by
written consent of all the Trustees. ..Such meetings may be held at
any place designated by the Board of Trustees, from time to time.

The order of business at the meetings of the Board of Trustees
shall be as follows:

1;- The reading of Minutes,

2. President’s Report,

3. Treasurer’s Report,

4. Unfinished business,

5. Reports of Standing Committees,

6. Reports of Special Committees,

7. Miscellaneous business.

ARTICLE XV. .

REMOVAL OF SECRETARY. TREASURER
AND COMPTROLLER. . -

The Secretary, Treasurer and Comptroller of either of them,
may be at any time removed by the Board of Trustees. In case of such
removal the officer so removed shall forthwith deliver all the prop¬
erty of the Company in his possession or under his control, to some
person to be designated by the Board of Trustees.

ARTICLE XVI-
STOCK CERTIFICATES

All certificates shall be bound in a book and shall be issued
in consecutive order therefrom, and on the margin thereof shall be en¬
tered the name of the person owning the shares therein represented,
with the number of shares and the date thereof. All certificates ex¬
changed or returned to the Company shall be cancelled and such cancell¬
ed certificates shall be pasted in their original place in the certifi¬
cate book and no certificate shall be issued until the old certificate
has been thus cancelled and returned to its original place in such
book.

A- R T I C L E XVII.

AMENDMENT.

These By-Laws may be amended or added to at any regular or
special meeting of the Trustees, provided at least- ten days notice of
the proposed Amendment or addition shall have been mailed to each
Trustee; but no By-Law regulating the election of Trustees or of¬
ficers of the Company shall be valid unless the same shall have been ■
made thirty days previous to any election of the Company, and shall
have been during the said thirty days open to the inspection of any
stockholder., and shall be confirmed by a vote of the stockholders at
the annual meeting, or at a special meeting held for that purpose.

[ATTACHMENT]

DETAILS OP CAPITALIZATION AND
DISTRIBUTION OP CASH, STOCK AND
■ TRUST CERTIFICATES, among the
various Companies; to accompany
Mr. Eaton's Drafts of Proposed
Contracts. . • • ^

Prepared, March 28, 1889;

[ATTACHMENT]

\ ™1LS °F CAP™LIZATION AND rHSTRfBUTION OF CASH, STOCK AND TRUST CM-
TIFICATES, AMONG THE VARIOUS COMPANIES.

Capitalization of the several Companies- -
Light CO.: $1,500,000.5 $16. 000. shares; $100 par value
Machine Works.- $750,000.; 7,600 shares; $100.,' par value •’

, Lamp Co.: $2,50,000.; 250 shares; $2,600., par value

Bergmann & Company: $750,000.; 7,600 shares; $100 , 'par value

Proposed General Co.; SIS, 000, 000., 130, 000 sh.r.s, Moo., J"‘

| under °“PU*1 " '* <*«« *,

Sold to Syndicate at par for cash . Ann nnr,

Reserved to pay in stock at par, for stocks of . $-.400,000.

Shops and Light Co .

Reserved to be exchanged for Trust Certificate . 7 ' ' ' g^o’ooS'
i Stock to Syndicate ...... . 2,250,000.

Balance of Stock of General Co! not issued' .' .' .' .' .' ' .' 2,666,’66o'

•^al CaPi tal,. . . $12,’ 000,’ QQQ '

: UUlmate DistributioTof Cash subscribedby Syndicate $2, 400, 000,:

Cash to Machine Works,

$62.22 per share \

Cash Lamp Co.-,

$4, 000. per share . .

Cash to Bergmann & Co..,

$38. per share . . . .

Cash to Sprague Co..,

Cash remaining in Treasury of General (
Total Cash... . .*

285 ,-000.-
400,000.

■ 848,350.

. $2, 400, 000,.

“if"' BlPtrlbutlon of Stool, of S.o'.r.l Co.. to p», •

°f Shops and Light Co.:^r H 3

Stock to Machine Works, ' ,

$77.78 per share . . .

Stock to Lamp Co.., ' . - - - - - $683,350.

$5, 000.. per share .

Stock to Bergmann &Co.., . 600,000.

$50.. per share .

Stock to Light Co.., . 375,000..

$175. per share . . ’I

•••••• . 2, 625; 000. ,

Total Reserved Stock ■;

[ATTACHMENT]

2s.

Ultimate Distribution of Trust Certificates:

Tr. Cert, to Machine Works,

$46. S per share . . ; . $360,000,

Tr. Cert, to Lamp Co..,

$3,000. per share . 300,000.

Tr. Cert, to Bergmann & Co.,

$30. per share . . . 225,000.-

Tr. Cert, to Light Co.,

$91.1 per share . 1,375,000, ’

Total Trust Certificate . $3, 250, 000 .

; Total Price paid per share for Stocks:

! Machine Works, par value $100.. Price paid $186. S, of which

j $62.22. is paid in Cash, $77.78 in stock, and $46.1 in Trust Certifi¬
cates.

Lamp Co., par value $100. Price paid $12,000., of which
$4,000. is paid in cash, $5,000. in stock, and $3,000. in Trust Certi-
j f icates..

Bergmann & Co., par value $100. Price paid $118., of which $38.
is paid in cash, $50. in stock, and $30. In Trust Certificates.

Light Co.,, par value $100. Price paid, $266.1, of which $175.

; is paid in stock, and $91.1 in Trust Certificates.

[ATTACHMENT]

NO. 6.

PROPOSED MINUTES OP FIRST MEET¬
ING OF TH'E BOARD OF TRUSTS OF
THE EDISON GENERAL ELECTRIC CO...

[ATTACHMENT]

NO. 6.

MINUTES OF THE FIRST MEETING OP THE BOARD OF TRUSTEES OF THE
EDISON GENERAL ELECTRIC COMPANY, held at the Office of the Company.,
New York City, on the day of April, 1889.

ji At the above mentioned meeting, the following Trustees mention-

|;j ed in the Certificate of Incorporation, were present, viz: Messrs.

The meeting was organized by the election of Mr.
as Chairman, and Mr. as Secretary.

A certified copy of the Certificate of Incorporation was pro¬
duced by the Secretary, and ordered filed.

The Chairman then inquired whether each Trustee present was a
stockholder of the Company, the Statute requiring that Trustees must
be qualified by becoming shareholders. Each Trustee, including the
Chairman, stated that he had subscribed for stock of the Company., and
the Subscription List containing their several subscriptions was then
produced and ordered filed.

The Chairman then stated that the first business of the meeting
was the adoption of By-Laws for the government of the Company. On mo¬
tion of Mr. the Chairman was instructed to appoint a

Special Committee of Three on By-Laws. The Chair appointed Messrs.

•i ., and

The said Committee then retired, and afterwards returned to the meeting
and submitted a draft of By-Laws for consideration. The Secretary then
read the By-Laws thus submitted, and after discussion, the following
Resolution was oh motion of Mr. unanimously adopted:

RESOLVED, That the By-Laws, submitted by the Special Committee
on By-Laws at this meeting be adopted as the By-Laws of the Company.

The following resolution was thereafter on motion- of Mr.
unanimously adopted:

RESOLVED. That the Secretary:, of the Company procure, a Book of
Minutes for recording the meetings of the Board of Trustees, and Execu¬
tive Committee, and that the Certificate of Incorporation and By-Laws be
inscribed at the beginning of the said Book prior to the recording of
the proceedings of this meeting; also that a separate Book of Minutes
be prepared by the Secretary for recording the meetings of the Stock¬
holders of the Company.

The Chairman then stated that the next business of the meeting
was to elect the officers prescribed by the By-Laws, and stated that the
first officer to be elected would be the President.

[ATTACHMENT]

'! ■ ' 6-2.

| Ballot was then taken for the election of President, and Mr.

| * was- unanimously elected .to that office. He thereupon

I t00k hls seat as Presiding Officer of the Meeting, in place of ’the
Chairman.

j Ballot was then taken for the election of Vice-President, and

j; Mr> was unanimously elected to that office,

j Discussion then took place as to. whether the Secretary, Treas-

i; urer and Comptroller should be 'elected at this meeting, and on motion
jj it was unanimously decided to ,

The question of selecting a Bank of Deposit
then discussed, and on motion of Mr.

Resolution was unanimously adopted:

for the Company was
the following

j RESOLVED, That the President of' the Company be and hereby is
II ■ eoted t0 °Pan a deposit account for the Company in the following
I Bank, to wit:

The preparation of a Corporate Seal for
to the President with instructions to. report at

the Company was referred
a future meeting.

The President was further instructed to procure a form of Stock
Certificate for the Company, to be submitted at the next meeting.

The question of electing an Executive Committee as provided for
by the By-Laws was then discussed, and on motion it was decided to post¬
pone the election of such a Committee until a future meeting, of the

The question of permanent organization and of the selection of
a technical staff was then discussed, and on motion of Mr.
the following Resolution was then unanimously adopted:

■S-E^0LVBD’ That the three following members of the Board to
v/it, Messrs. ,

’’ and

be appointed a Special Committee on Permanent Organization, including

[ATTACHMENT]

6--3

the subject of manufacturing, construction, engineering, agencies ac
counts, and all other branches of the business, with instructions' to
prepare a report containing thelr recommendations as to the proper ..perma-
!i °rganizatIon the business of the Company, together with' a list of
|i 0ff;°es neC6SSary to be filled, but exclusive of names of.pro-

| P 6d officers’ the same to be submitted at the next meeting of the Board:
I ing all !rSlden! ^en Called attention to the question of purchas-

! as the SLL reSit St°°k °f the three oorporat ions known

, s the Shops, , to wit, The Edison Machine Works, Bergmann & Company, arid

[! ln. rd alS0 pf PUr°haSine the property and assets, includ-

j; ing patents, inventions, etc... of the Edison Electric Light Company!

|; After a general discussion of this subject, it was decided to refer it
f! t0 a Sp<3Cial Committee of Three, and on motion of Mr
! the following Resolution was unanimously adopted:

|l Sider thffubT; ^ 6 SP6Clal C°ramittee of Three he appointed to con-
Pshool H TJ Purchasi"g the entire capital stock of the three

.Shops, and the property and assets of the Light Company, to report at
I the next meeting of the Board, the said Committee to consist of Messrs

[ATTACHMENT]

No. 7. ;

CERTIFICATE OF INCORPORATION

- of the - ;

EDISON GENERAL ELECTRIC COMPANY, '

Organized under the Mariufactur- )

ing Act of 1848, Laws of New

York State.: j

Draft Prepared March 28, 1889.

[ATTACHMENT]

CERTIFICATE OF ORGANIZATION

— of the —

EDISON GENERAL ELECTRIC COMPANY .

ComDanv T' ^ SUbsCrlbers' and intention of forming a

frz^. * :r,:r:rs ir,n‘r‘" “"u“

r >*—

iMeohair1] rh •F°irmati0n °f CbrP°ratlons for Manufacturing, Mining
^Mechanical, Chemical, Agricultural, Horticultural, Medical or Curatike
.Mercantile o, Commercial P„,poe.e\ ,„d lh, „

•*«*• ■ - w. ...

!:i

FIRST.

|EL.CTRICTJoM;rrate nane °f Sald C°raPany Sha11 bS thS PDIS0N ™AL

The objects for which this Company is formed are as follows,

! - Cl] To manufacture, buy, sell, lease and use, machinery arti

i0oreS’aoo?iar?!US T devices °f every kind appertaining to the L
! r application of electricity for the purposes of light heat
ipower, telegraphy, telephony, and such other uses and purposes 'as

W s'lriaL^0^ 10 !' aPPl‘l6d t0’ ^ Senera11^ manufacture
L l k and use. machines, engines, mechanical devices and

|cal manufacturing, bus^esT^T’ sTfa^ h°n & '8BMral me°bar:

fcr: « -

others to manufacture, sell and use, patents oateni riaM . ?!

Cel lo whL li 8 • a ' P°Wer’ teleSraPhy. telephony,... and all other
juses which the same may be applied, and to purchase, own and use and
jlicense others to manufacture, sell and use 4 ; ■ and

manufacture th.r.„f, [3, So ‘.r TZ,V.'» ? *»4 to lb.

0? PSr P~“0=.e, «n4 o.L1».„o.e

neee ’ I T° purchase or lease manufactories and other property
necessary for the said business of the Company; [5] So far

bth-Trsir;^

Oone, to acquire, he.4 „o,„eS I’lXlVT, Z’Z ’^re.

[ATTACHMENT]

wherever the said business of the Company may be carried on as herein¬
after provided for, such real estate as shall be necessary to the con-
ii V6nienl transaction of its said business, and to 'invest the funds of
the Company in the stocks, bonds or securities of other corporations
owning lands situated in this State or the other States or Countries
> hereinafter referred to, also to mortgage any part of its real or per¬
il sonal estate, and to issue bonds therefor, as provided for by law; and
j . Generally to do each and every act incidental to the said business

I and to exerclse all the powers granted to corporations by the Act of
! the Legislature of the State of New York above mentioned, and the sever-
|1 al Aots amendatory thereof and supplemental thereto.

| The amount of the capital stock of said Company shall be the

; sum of Twelve Millions of Dollars, [$12,000,000.].

The time of the existence of the said corporation shall be fifty

FIFTH.

The number of shares of which said capital stock shall
shall be One hundred and twenty thousand, each of the par valu<
hundred Dollars.

consist
s of One,

L The number Trustees who shall manage the concerns of said
j Company shall be eleven, and the names of such Trustees for the first
| y®ar :are as follows, a majority of whom are citizens and residents of
[the State of New York, to wit:

[ATTACHMENT]

[■ V U o*The prlnclpal offloe of the Company v/ill be in the City of New
h York, State of New York, or at such other place as the stockholders of
!! th* S*id Company may by Pr°Per !®eal proceedings hereafter determine
.1 and/2? Prin°ipal °Perat.ions of the Company to be carried on within the

the saldV! T Y°rk’ Wl11 ^ CarrlSd °" ln the follov'ln6 Cities in
1 ^ a atae' York City, Schenectady, Albany, Brooklyn,

| and^ Buffalo, and in such other Cities within the said State as the con¬
i’ and ®"°e °r necessrties of the Company may from time to time require;

I of tJe SU CfTnV,n alS° °arry S°me PaU °f US o

0°ff Hi °f N"W York> t0 wlt- at Harrison, County of Hudson, State

well Is Tall th V °Iher Pl30eS ^ the Sald State °f New Jersey.

I in !l fa " tke °ther States °f tbe United States of America, and

! 0I l\s T" '' ^ thS ■ald COnlpany °r Us Board of Trustees

; or its stockholders may from time to time legally decide upon.

! „ — w 1 T N E S S V.' HEREOF , we have made and signed

' lb"'' d”P"C*‘*’ ‘nd H» ~t our h.ndo

!; o.shtj-n,;., «, lh. cu, 0( d" ;'tS#pr"' •'«“ ‘“«*«i *»«

[ATTACHMENT]

STATE OF NEW YORK.'
COUNTY OF NEW YORK.

’ A Notary Public, duly com

missioned and qualified, do hereby certify that on the day

of April, in the year one thousand eight hundred and eighty-nine per¬
sonally appeared before me ’ v

1 t0 ,Ile sei/erally known and known to me to be the individuals named in,
and who executed the foregoing Certificate, and they thereupon severally

l *“ th,y 4,1 —• *» «• "»■>••••

HMfITKESS. of all of which, I have -hereunto set my hand
and official seal, the day and year first above
mentioned.

Notary Public,

County.

AGREEMENT m da to and between the EDISON GENERAL
ELECTRIC CQ&PANV a. eerpwation organized unde? and pursuantto the
laws of the State of New Jersey and having an office, fortfce tjtfjsao-
tion of business in the City of new Tori:, hereinafter called the
GENERAL COMPANY, party of the first -part, and THOMAS ALTA EDISON, of
Llewelyn Part t-„ County of Essex, State of New Jersey ,-party of. the sec¬
ond part* , . . .. ,... , . \

■WHEREAS the General Company iS ortaaiied for the pur¬
pose inter alio of. carry ing on the business of developing and exploit¬
ing what is town S3 the Edison tostem Electric Lighting and of
manufacturing the. various apparatus and, appliances constituting the
different parts of that tostem such as dynamo electric machines, un¬
der-ground conductors, incandescant iacps and numerous other' requisite
devices* and "

WHEREAS the General Company recognising the invariance
of still farther perfecting and cheapening the.manuftcture, installa¬
tion and maintenance of its said electric lighting System, desires to
avail itself of the Oxperieaae, skill and inventive genius of the said
Edison and to seoure his active aid and eo-operatlon, and desires fur¬
ther to acquire his future improvements in electric lighting for the
exclusive use of the General Company and its licensees* and

WHEREAS after full and careful consideration arrange¬
ments have been made to and between the General Company and the said
Edison whereto the said Company secures his services and Improvements
§b aforesaid for a period of about seven and one-half years from the
date ofthis agreement, on the terms and conditions hereinafter set
forthi

NOB, THEREFORE, in' consideration of the premises and 'of
the several premises made below, the parties hereto agree as follows:

FIRST. The said Edison will transfer, assign and set
over- to the General Company any and all improvements in electric light
log which he is now engaged in making or which he m to hereafter make
prior. to the, first day: of j^ejaber,!#^, subject, . however, to nay
rights of the Edison Electric Liedt Company arlsing out of. existing
contract obligations between that, company and himself, ..

— SECOND. As consideration for the stforesaid premise' the

General Company will give to the said Edison five thousand shares of
its capital stockfully paid, of the par value of- 5800,000., and the
General Company farther agrees that as, regards toy . and: all of the said
improveasnts wfaioh it .nay- acquire from the said Edison as aforesaid
or use to tbeauthority of the said.Ediscn Electric UghVCemvSto, the
General company will pay to the maid Edison, such sums of money, from
time to time, the same to he mutually agreed upon,' as may represent or
be equal to. one-fifth of the profit saving or other benefit derivable
to or accruing, to the General Company from or on account of such im¬
provements, and the General Ceapaiy will also reimburse the said
Edison for all experimental expenses incurred in making any and all
of the aforesaid improvements, as well as for disbursements incurred

■2-

ln procuring patents therefor, settlements as regards of the aforesaid
payments to bo made evejy three months. Should the Coaj>anr and the
said Edison not be able to mutually agree upon the sums of money to be
paid to the said Edison as aforesaid, the sane shall be left to arbi¬
tration, the Company to select . one arbiter, the said Edison to select
another, and these two arbiters to select a third, and the decision of
the said three arbiters or of a majority of them to be final and bind¬
ing upon both parties.

THIRD. This agreement applies only to North America and

South America.

IN Witness WHEREOF the said Edison has hereunto set his
hand and seal and the General Company has oaused its corporate name
and seal to be hereto affixed by its proper officers thereunto duly
authorised, at the City of Kern York on the March, 1888.

Edison General Electrio Company.

tv

(Seal) President.

Attest

seoretaxy.

(Seal)

Witness to Mr.Edieon.

[FROM ALFRED 0. TATE?]

>L STREET, CORNER Of

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[ATTACHMENT]

[ATTACHMENT]

.%«m /Jr-1 • "/ffAria/bfcp

OT/?~ ^ // X° ,

< vt : (Oomm

Herman Treat, Trustee

Hdison Phonograph Toy Manufacturing Co.,
95 Milk Street, Boston, Maas.

Dear Sir!-

Referring to the agreement between Dowell C. Briggs and
Willi an W. Jacques, and myself, dated November 25, 1887, providing
for a license under Letters Patent in various foreign countries,
for an Improvement in Phonographs or Speaking Machines, invented
by me, and having been informed that you claim certain rights
touching the said agreement, I hereiy notify you that the license
therein contained has expired for non-payment of royalties, and,
moreover, has been forfeited for violation of the provisions of
the contract by the said Briggs and JacqueB.

A oopy of this letter will be given to eaoh of your officers,
to each member of your Board of Directors, and to both Mr, Briggs
and Mr, Jacques.

Respectfully,

[ATTACHMENT]

/{r<^ 2 2 (ct 1 t t A f(( «

{u. i <<. t. < d i r ■( \Al/j f/u

c 1 w u n f'l U

*L c v cl ( c v (L fv

cf^ iv «^4.d

[ATTACHMENT]

7C- (> 'r A j/?'v&?r?c

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LABORATORY

THOMAS A. EDISON.

ORANGE, N J.

Herman Trost, Trustee,

Edison Phonograph T°y M’f S* Co*»

...A

95 Milk St., Boston, Mass.

™'W "

//f l/tf/Yriafri?/

(^'bws/r. . yfc'jT May «. 1889. VAW

To V/hom It May Conoer

This will introduce to you ray Private Secretary, Mr. A. 0,
Tate, who goes to Boston at ray request on huBinesB connected with
the Edison Phonograph Toy M'f’g, Oo.

a a <S«

7P. M M,M. Ji.

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W&* & jftfje'ftXje, " ~~-

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y^'ry*~

->-_ sn^. s~£^i <^-r

[ATTACHMENT]

M« fear Mr. Onhnory,-

I am vary to loam from your J.ot. t. or

of l*Hh Anntnnt. that yon arc* road y t,o lo.wo .Cor ?’ox;ico. I am
prnparod t ,r> ijivo you the mash in-os which you riujuiro far your
initial wcry any time ttiat, yon may call fhJ' them.

I one loss herewith a formal let.t.03* addressed to yoursol f,
til; let; colors the point, roforrod to An yours under reply, rn^ar-
dAn*' the cf|.!>TnoO|,iont, of the three months proscribed in the ,'oint
lottor- nrtrlressod to you by -<> 1 . 'louruud and myself, i;h*j not.

dated, but Yd; A el; I ro for t.o as undo)* flat ft ’Invttnbor 7th, IKHfi, an
if was on that, day my si^naturs was attached to the sane.

Yours vary truly*

Thomas former y, hsq. .

o/n Messrs, fox * fro hie,

j.4’7 Ua.sHfin ft . , row Yorfc .

[ATTACHMENT]

Thomas •!, Vonnery, Rb.j. ,

o/o Messrs. JPox J\ro»)le

fl4? "ums.-.u Rt., Row York.

D o’ w r a i r

• loforj-in/j to the <o.Lnt letter addressed to you
v by Oolono“ :'r0nrm'd ll«fl and which »/«s »i,;ned by no on the

■* 71,15 *'**•• Rovnmber, 1MHS, and which "states that "You are within

* a 1,oriofl °- tliroo calendar months to obtain Cron the Rovernmoht

S' of Mexico an exclusive license or concession . . *jipply

. that I’'0-rern>'ifint . with phonographs, manufn cturnd An ao-

7 cardanoo ’'.'ith. the present or wy fiitu.-o invention or improvement
i of Mr. T. A. Edison, " and which also provides .that "’Vi thin three

7 calendar months after obtaining at eh license or concession you are

to form or ostabUsh in Rutland or the United Rtat.es of America or
i, the Repuhlic of Moxicr, „ onmpany Ac.," and in srs wer to your letter

ix under date l.Rt.h instant, nsk.tne no to name a date from which the
1 * three months above referred to shall commence to run, I ben to

[ATTACHMENT]

ad'^iBO you that I on at M:o prosont nonont prepared, to -to! A" or to
you t.ho nncViiUos vrhioh you ro.iuArn t,o enables you to start 'jtm
Mexico, i>rri, there fore, the torn of tpron months above mentioned
(hall *#0$ Q*«m thn data of thin lott.or.

Yours very truly.

[ATTACHMENT]

%■

°opy .

Thomas u, Oormory, '’nq. ,

o/<> 'Iohhi’h. .vox ft Pro I)l0,

i 147 1’HBBftu St., ?’ew York Oit.y.

•Tuno 3.8, 3880

row Sir: -

Referring to my letter to y <w under & to jtfty ;*sth,
lW-W* rt 00 ry °r T,’u oh 1 «nom«o herewith, and which roontions two
separate periods of throe calendar months, du dng each of which
you are to accomplish. certain m«olt«, and referring more p,,rtiW-
iwly to line Ko. la, being the last Jj.no on tho first p„ne of
this lot, tor, w >d ch roads: "throe months ahovo referred to aha 13
comen as to run Ac.," in order to eliminate all doubt as to which
of the two periods of three calendar months is meant, please in_
sei-t in Mi' original letter the word "first," between the words
"months * and "above," which will who the line road: "three months
first above referred to shalV commence to run fto."

Yours very truly,

Thomas A. Edison.

(Signed )

[ATTACHMENT]

Onl, l.enr .'jo n . Hon rami,

Tiltt.Xa ’’on In , Upper ”nrvnn d, furroy t
ftnijland .

r>nw nir:-

1 enclose herewith copy or a letter Rrtdrowf.iV t,
myself by Mr, ThnmoR n. Hennery, undo)1 date Mny vvtji, iflRo
B other with o onion of two letters, artrtroRwofl by !nn to "... t>,(
”• wrtor rtf.t.« May »%)., mn, n«rj<nd A ,«« reap.

tb'*\y; alan copy of lot* or RrtrtrowRort by no to Mr. Tenner y, ,
Jnno 'JAth, Wfl , and mnrfcnd n. Tho joint letter addressed 1
tfr. nonnory by you and myself was net dated. it was si ,;nefl .
me on the 7th rt*y of November, lfi«R. Mr. Hennery desired r,r
fix tho rtrto f»r>n which ton Id r-\n t>;e ju*r J od of throe m.J onrtu
months tai/mod him to obtain fn>rt tho •'tovornwnt. of MoxJ.co n
exclusive license &c., end letter n whs written for tho purpe
r>f fixing that,, rtotp. Letter H in p a emmi .nitration which T hn
ttrtd.roRRRd to Mr. Hennery for tho purpose- nf supplying an omi
In letter o, that other wj ho tn) Rht rend. or the latter . a Httjn

biRUnua,

Your?

tru ly ,

( Signed ) Thomas A. Krti

[ATTACHMENT]

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[ATTACHMENT]

[ATTACHMENT]

“wdt.ster? " ;

Cit, Md county I

the state of New York resl^nf^ °f /taerl°aJ in and for !

a-lso a Commissioner of Deeds A«j,.saf? City of New York, and
States, Territoriesand theMsSf1^^0*' for a** the
United States of Amertck,in td ^ o*U?bia of the I
r®*fdent in said City of New vnr>v l the State of New York, I
of the state of New York.S o£ ^Notary Public

jj oa>in and for the City and rmm+„he«U2lted States of Ameri- f
of New York , d o nTr H f oSLNew Y°** in the State
henry c , K ELS p v LL y Certify that
I annexed CERTIFICATE iw^ 5 ls subs°ribed to the
If written , was af S date the™°*

ins the same and now is the ScIeSy^ nv* **“ °f ■***■

1 the State of New ^CRETARY op STATE of

j * well acquainted with the hSdmHf ?' “2 further that I
|l °f State Henry c . Kels<»v anj ^ting of said Secretary
to, subscribed io%2S £,,£1 'gS? d**1}1” Sisna-

cation is genuine and Certificate of Authenti- 1

I further CeSttf tSt S,°!^r°*er handwriting .
of said State of New JersS ttl SJ „Seoretary of State !
duiy authorized under the L^ws of said^0*^®^18

o? ssssas^^ -■ in s2" ssi-i cKiSss i

i»P«s,Mrti"nCSfLS=J ‘SrtSf “? sT ““ I

now is and at the date and^w^f+Lf* Authentication;
was an impression of the SEAL a# of tJae signing thereof
State of the state of S °* th’ Seoretary of

in Witness Whereof T „ I

Hereunto set Mv w* fJIhave I

M y Off ic i a l s H f d and Affixed !

.• Seals this twenty- first day |

of November, A.D,, 1888, I

ftiywvLtoi,
connissioner of Deeds for I '
the State of New Jersey j
rand for all the United j
“States of America, and I

ing, 120 Broadway, also I
1270 Broadway, New York I
City, New York,u.s.A •

[ATTACHMENT]

KNOW ALL MEN BY THESE PRESENTS
That I, THOMAS A. EDISON, of Orange, County of Esse*

; State of New Jersey, have made, constituted and appointed,
and by these presents do make, constitute and appoint,
ALFRED 0. TATE, of the same place, my true and lawful
Attorney, for me, and in my place and stead to conduct,
carry on and transact any and all matters of business and
negotiations whatsoever on my behalf with the EDISON PHO¬
NOGRAPH TOY MANUFACTURING COMPANY, (of Boston), and with
its directors, trustees, and stock holders, as such or as
individuals, or with any or either of them or with any
other corporation or corporations, or any person or per¬
sons, in any way relating to the said EDISON PHONOGRAPH TOY
MANUFACTURING COMPANY or to the business which the said
business now carries on, or is organized to carry on, or re
lating to its rights and liability or relating to the
holding or acquiring by contract or otherwise of any stock
in the said EDI^^HONOGRAPH TOY MANUFACTURING COMPANY,
also to vote upon said stock at meetings of the stockhold¬
ers of the said Company, or otherwise, also to represent
me at any and all meetings of the said Company, or of its
Board of Directors or Trustees, or of any Committees of
itB Board of Directors or Trustees, to make and execute,
sign, seal and deliver for me and in my name any and all
instruments in writing whatsoever and in general to do and
."perform any and all other acts

and things which shall b<

necessary in the judgment of my said Attorney, to the
proper conducting, carrying on and transacting tie busi¬
ness and negotiations aforesaid or any part thereof, it
being my intention hereby to give and grant unto my said
:j Attorney full power and authority, to do and perform all
and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all in-
tents and purposes, as I might or could do if personally
Present, hereby ratifying and confirming all that my said
Attorney shall lawfully do or cause to be done by virtue
|i thereof.

IN WITNESS WHEREOF, I have hereunto set my hand
and seal the //"t. day of May, in the year one thousand
eight hundred and eighty nine, at Orange, in the State of
New Jersey, United States of America.

ijytn

%

State of New Jersey )

County of Essex. )

On this day of May, 1889, personally

before me appeared Thomas A. Edison, to me known and know
to me to be the individual who executed the foregoing
instrument, and thereupon duly acknowledged to me that he

ment ioned.

^soiTlVpoarapli Joy ]V[ar»1y. (Jornpairfr.

•••OFFICE OF THE TREASURER^

95 MILK STREET, - - Room 73.

V/ARliAIITY m.im

, Miohael Daly to Thomas A Edison.
1 Dated Hay 24th. 1S89,

Beginning In the Southeasterly line of the Watohung Hallway, In the northwesterly
line of lands of Lydia L. Bopesi thenoe running along her line. South forty-five
dogroes fifty-five minutes West, three hundred and thirty-eight feet, more or Iosb,
to lands formerly of Ferdinand Jaeger, thenoe along the same, Horth fifty-six de¬
grees fifty-one minutes West, one-hundred and ninety-one feet and ninety hundredths
. ® foot* thenoe North twenty-one degrees thirty-two mlnutoa East, one hundred and
eighty feet, more or less, to the line of the Watohung Hallway and thenoe along the
same South eighty-nine degreos thirty-four minutoB East, three hundred and forty

feet, more or less, to said lands of said Lydia L Hopes, and plaoe of Beginning _

Exoepting out of the some, so much thereof as was oonveyed to Ellen Uullane, By
Deed dated June 6,1080 and recorded in Book 0-24 of Doeds for Essex County on

Ellen Itullane to Thomas A Edison.
Dated May 24th, 1889.

Beginning in the Southeasterly line of tho Watohung Railway, in the northwesterly
It LydvB h' *opeS| theno° runnl“e South forty-five degrees fifty-five
minutes West, three hundred and thirty-eight feet, more or less, to lands formerly
^ *”“5 daefr' thenoe Horth fifty degrees fifty-one minutes West, fifty feet
thenoe Horth forty-live degrees fifty-six minutes East, three hundred feet, more or
feet’ ™„Said *atohn“e Hailway and thenoe along the same Southeasterly fifty-seven
feet, more or less, to said lands of Lydia L. Hopes and place of Beginning.

Edwin M. Douglas and Wife to Thomas A. Edison.
Dated September 9,1890.

AvS^ with t^n ° lnterBeotlon of the Westerly line of Belmont

line Of Heniee stiffi6 v °f HflBB Street« thenoe running Westerly along the middle
s n °a° “ld twenty-one feet, more or less, to the line of

thirtv^i’on^B Lit* of4.Mwar 1 1 Bavi8» thenoe along the same South forty-five degrees
thirty minutes West seventy-six feet, ten inches, more or loss, to a corner, thence

one hundred aod W*** DttVi? Morth flfty-eeven degrees thirty-nine minutes West
of Charioa Bnr.o.fl 8.? *aet» ono inoh, more or less, to the line of property nor or lat<
seven hundred feet* mo6”00 aJOOB B“ne South twenty one degrees thirty minutes West
the same Horth °r le^S’ ,to tha West llno of Belmont Avenue, and thenoe along

Jegi^g! 7 86Ven ^ 01111 8lXty f00t* more or laBB* to the place of

EXECUTORS' DEED

Jaoob Ritsoher deo'd by Exeoutlvos to Thomas A Edison.
Bated August lst.1890.

Beginning at the East oorner of lands formerly of Anthony Jackson, on the West side of
the old Road leading from Bloomfield to Newark; thenoo running along said Road South
twenty-five degrees and thirty minutes East throe chains and Eighty-one links, to lands
formerly of Robert (Sodden; thenoe along the same South fifty-six degrees and forty-five
minutes West three chains and sixty- two links; thenoe still along the Bame South fifty-
four degrees and forty-five minutes West four hundred and thirtesn feet, more or less, to
lands of the Wntohung Railway Company; thenoo along the same Westerly, seventy-four feet
more or less, to lands of said party of the second part; thenoe along the same north¬
westerly three hundred and thirty-nine feet and seventy hundredths of a foot to
formerly of Susan Ward; thenoe along the same north fifty-six degrees East, six Chains
J1116! t0 landS for“orly of sald Antony Jackson; thenoe along the same

South twenty-eight degrees and fifteen mlnuteB East two ohaine and three links; thenoe
.a*?118 th° Bame Morth Bifty-five degrees and thirty minutes East; five ohalns to
said Road and place of Beginning.

WARRANTO BEET)
A. Edison.

lydla 1, Ropes ot al to 2
Bated November 1,1688.

Blooaiflel<i Avenue at its Junction with the Northerly side of
I / ! : then°® mmlns alone Bald Bloomfield Avenue, north twenty degrees. West

Hund™d and seventy-four feet more or less to land of John M Bodd; thonojrnorth 42
degrees 25 minutes east, two hundred and fifty foot; thenoe North 36 degrees 15 minutes
hu?Bred f?et5 thenoe North 42 degrees 46 minutes east Ninety feet; thenoe North
*. nnfrweB*i6r,?1^UtS8 east 0n0 hundred 01111 006 feet and eighteen hundredths of a foot*
eastflftvonf ff ea8VnBhrrBd and flfty Boot; thenoe North 26 degrees 50 minutes
“ ‘ 2fty f80ts thenoe North 57 degrees 15 minutes oast fifty-five feet; thenoe North
^ dEeB/° B88t °ae hundred and Borty-six feet; thenoe north 24 degrees East

^°,*"“drod.<md “fty Beet and forty hundredths of a foot; thenoe North'16 degrees 40
minutes ees t one hundred and fifty-three feet and sixty-six hundredths of a foot to the
Northerly side of tho Watohung Railway; thenoe along Baid Northerly side South 82 degrees
1f8t ?T8 “°d 8114 flftyr Beet *> daad or lately of Jacob RitsoherMhenoe
?ffland now or lately of Edward Bavis South 34 decrees East one Sod “d
Beet to an angle in said Bavis* land; thenoe along his line and along -land
f°™6rJy °5 Va!Pr, °?!:h 21 d06T60B 16 Mantes West eight hundred and eighty five&re or
j®88’ ta th® H°rtBerly llae °B Belmont Avenue; thenoe Southerly along the line of Belmont
ZlTZT ^ tMj5 flve feet “ore or less to Bloomfield A?enue andthe S°“ of

thf 531“ 80 nM°fc °f 851111 landS 88 8X8 laoluded wlthla tha llnaa OB

mmsi pf-kt),

I«rdia I. HopoB to Thomas A Edison.
Datodj August 16.1890.

Beginning at the westerly corner of Belmont Avenue and lands of the Watohung Hallway C
inn^C6).rUfnl^S °i0ne ®?ld Belno,lt ■Avenuo Southwesterly three hundred and fifty feet, more or
feet’ more^rVL t i l th®nae al°“G his line northwesterly one hundred and twenty-five
ln?dS 0f °ald Ldl80ns thenoe alon« the same Northeasterly:, two hundred
” l™*’ t0 lands 0f 8ald '^tohung Hallways thenoe alem, ton Btar
Southeasterly one hundred and sixty t
plaoe of Beginning.

Aaron H. Kent and wife to Thomas A Edison.
Dated t June 14,1889.

?°r?er °f dohn l Huntington's land on the West side of the old road lead-
B?°°mfleld t0 He™rlc; thenoe along said Huntington's lino South forty nine degreos
aad aoT?n!L0n! ,llnkB! thonoe alonS the same South thirty twodegreee aid
/ ! * iaet two chains and fifty eight links, thenoe along toe same South

aad thlrty minutes West three chains and twenty six linkB to Charles
Parrand s land; thenoe with Charles Parrand's line South thirty two deersns poo. =

metri^,e^oei^Ltthnl5lial0,1f Bama line S0Uth tw° deGr°es West three ohalnl anfSghty

s sms sarKr,

sr “E sjxrb,

IfllSlMlMWi1

“ _SXE0W01th» deep

Uharloe Far rand deo'd by Kxooutlves to Thomas A Edition.
Dated July ID, 1009.

? . ^°“t,hoast"1y <>t Watseoslng Avenue at tho northerly oorner of
fnrtv of dolm “ Dodd* thono° running along eald Watsessing Avenue north

hu^rnrtJhD1 of 2 ffv? m,lnutos Kaot 0110 hundred and eighty seven foot and sixty eight
twtv ovm rtl™0! °f,BOld 1,h0,aa8 A Ml6oa* thonoe alon3 the name South

SXtoJFESiSST t I 0aO mlnut08 Eaot flvo hundred and thirty eight foot and

L°f ? foot* th£moa South 8ly- degrees thirty «w four nlnutee West,
a^ht^n? , flfty-alx foot, thenoo Worth fifty-nlno degroee thirty minutes East

id sixteen hundred the of a foot, thonoe South thirty-two degrees fourteen
minutes East, three hundred and thirty nino feet and seventy hundredths or *„

six mi™te^Wesrh?r "Sf1?*! th0n0e aloa« tho vma N°rth olghty-ono degree thirty
six minutes WoBt. five hundred and forty-two foot and thirtv hundredths of n foot to
lands of Estate of sold John u Dodd, thonoe along the saw HorlTo?xteon L^rfes
fo^°dn^not0r»^8t f0Ur hundroJ 003 8lx foot: thenoo still along tho enme north
,^ty*S1^teS £°8t 080 hundrod 8,111 0**ty throe foot, and thenoo otlll
el^ht fMt t^siJd^ ?VOnt5T°1flt de«r‘,0° twelve miuutoo Boot, two hundred and Eighty
eight foot to said ftatsossing Avenue and plaoe of Beginning* y

BEEP

Prom: She Butual Life Insurance Company of Hew fork To: Thomas A. Edison.
Bated: Hay 21,1889.

BE8IHUIHG on the Southwest side of the old road leading from Bloomfield to
r6Sidenoe of 8.6. Kimball ) and at the Hortheast corner of the
JwL-1/!?08? °* a cr0BB road 1‘unnlne from the old road towards the Turnpike:

thenoe (1 along said old road South thirty and three quarters degrees East .five
fif “"VS" t0 A‘ KentB llnc” thonOB (2) along A. Kents line. South
ana aehai£ dop'ees West, six chains and seventy one links: thenoe (3)
q ^ South thirty dogroos EaBt, two ohaina and fifty eight links, thenoe
to m1 ^ Q0Vf1 and a half deerf,0° WB°t» three ohains and twenty four links

J‘ Karr ends line, thenoe (6) along C.«. Farrands line north, twenty
quarters degrees West, fine ohains and ninety six links, to the
aforesaid oross road, thenoe (6) along the Southerly line of said road Horth,

S2Z “jV fty four “inut0B Kast ten ohains and fifteen and one half

links to the place of Beginning -

COHTAIHIMC five aoreB and eight hundredths of an acre
same more or less. - -

of land, be the

cr^t^ <yC ?uZ& t^ocky

^ ^ /$jUf d^tu*. L «£.&C7tr6

CdAsC^

-*L~ di-J J2.

/ajCc 'd-^-xx-^Ls /4v

/*• *c/Lf /tC^^

^sf~?^-j' ~Zo4st-^<' 0#lsV<_Y' J

— ^2--c-c<_ Cd^i^gXJ\^ C3t-<_-<__

LABORATORY

THOMAS A. EDISON.

ORANGE, N J.

Letter from J. 0. Reiff, dated July 10, 1889.
Refer to Mr. Insull before opening.

:j K n 0 W ALT, u 33 M sv these p r j S E II T S:

II

j'j THAT WHEREAS, I, Thomas A. Edison, of Llewelyn

i| Pavli> Orange, in the state of Hew Jorooy, Gin a stockholder
| in a 1 ns*U'G number of oorpo rat ions formed under the lavs of
j cl if for or. t Stetoa of this cam try and oleowhoro, and do si ro
j 'io appoint a proxy or personal attorney to attend in my
;j nnjv,°* Plato and stead, and to voto at any mooting of stock-
| honors wliioh may bo colled by any of the. said corporations!
and

|| WHEREAS, for tho purpose of avoiding the inoonvon-

!j ionco and delay of executing a separate proxy for each of
jl such mootings, I desire to execute a general pov/or of at-
j torney or proxy to covor them all:

| HOW THEREFORE, 1 do by those presents make,

j constitute and appoint, Samuel Insuil, of the City and
State of Hew York, my proxy and my true and lawful attornoy
| for mo in my nano, p.lsco and stoad, to attend any and all
stockholders' meetings of any and all corporations in which
I may be a stockholder, together with any and all adjoum-
| ments of such meetings, and to voto as my proxy at any
election which may take place at any of 3nid mootings, and
! upon any subject whatsoever which may be considered and
j voted upon at said mooting, according to tho mmbor of
votes I should be entitled to voto upon if then personally
present, it being my intention to confer upon said Insuil

full power GS my p ro;cy to vote at any and all of said meet¬
ings, touching any and all of said corporations, vat h the
somo force and effect as if I wore there porccnolly pres¬
ent, hereby ratifying and confirming all that my said at¬
torney shall lawfully do or c.v.uao to be duio by virtue

I N V/ I T IT H S S JHSHBOT, I have here¬
unto sot my hand and seal the 30^ day of July,
in the year ono thousand eight hundred and eight y-nino.

~y*

Sealed and dolivor
in the presence

00 of ) ^ ' vJVvth) H

SIAi

County of

0 f )

■ sZL 1 i “!

BE IT KNOWN, That on the 3l<U^ day of
one thousand oight hundred and

before me, <£$0U.chJf a Notary Public

in and for the State of
oioned and sv/orn;

y du:

duly commis-

(I jlL . I I a

dv/ol ling in the ( An^riW\^,J\s> 0 1

pu t-cuid, r^ilOxP-

personally cimo an d appaax-od . _

\LwstrU+dXx> J/i ~'&2-cLcst-t>-

to me personally ];novm, and known to me to be the
aa’iie person described in, and who executed the with¬
in Power of Attorney, and aa knowl odfi ed the

within Power of Attorney to be U^o act and deed.

ill 'XEOSIiiOJJY VJHBKEOT, I have hereunto subscrib¬
ed my name and affixed my seal of office, the day
and year last above written.

^yi^tcur^cf

DEPARTMENT OF STATE.

I, HENRY C. KELSEY. Secretary of State of the State of New Jersey, Ha hci'clni

(Ccrlifil, that . h, . . . . . >. . ,tx. . Esquire, who hath

signed the foregoing Certificate, and whose Official Seal is thereto annexed, was, at the doing thereof,
and now is, a NOTARY PUBLIC in and for the State of Neu/ Jersey, duly appointed, commissioned
and sworn according to law, and that full faith and credit are to be given to his official attestations;
and I further certify, that the Sea! thereto annexed is his Ofjitial Seal, and that the said signature is

in the proper handwriting of the said . . . . .

l/>< testimony SUUicrrof, / have hereunto set my hand and/affixed my Official Seal, at

'^~^e-*s-y-y-e* ^ T^cy/L&ig-t^

Jizzl^ C^L

• t-/'

t A~,: w

COUDERT BROTHERS

COUNSELLORS AT LAW

Articles of Agreement made and entered into this
’ttvevltj J.omdk' day of 1889 by and between Felix de

Lalande of Paris, Prance, and Georges Chaperon of Libourne,
Prance , parties of the first part, and Thomas A.
Edison of Llewellyn Park, New Jersey, United States of
America, party of the second part:

WHEREAS Letters Patent of the United States for
Galvanic Battery No.274110, dated March 20, 1883, were
granted and issued to the parties of the first part and
are now owned by said parties of the first part, and

WHEREAS the party of the second part is desirous
of acquiring the exclusive right and license to manufacture
use and sell galvanic batteries patented by said Letters
Patent in the United States for the unexpired term thereof
for certain purposes,

NOW THEREFORE IT IS AGREED BY THE PARTIES HERETO as

follows:

!• The parties of the first part for themselves,
their legal representatives and assigns, hereby grant to
the party of the second part the exclusive license and right
tti manufacture, use and sell galvanic batteries patented by
said Letters Patent in the United States for the unexpired
term of said Patent for all purposes except for use as sec¬
ondary battery or in connection with electric^lighting*- V N

2. The party of the second part shall have the
right to export to France and to sell or

lease in France

primary batteries, but solely for use in oonnection with
phonographs.

3. The party of the second part hereby agrees to
pay to the said parties of the first part as a license fee
or royalty, Twenty-five centimes in French currency per
litre capacity for each and every galvanic battery covered
by said Patent manufactured and sold, by him, the litre cap¬
acity upon whioh the aforesaid royalty is based to be meas¬
ured with the electrodes removed from the battery ,-jar.

4. The party of the second part agrees that the
amount of royalty to be paid by him to said parties of the
first part shall not in any one year be less than Two thou¬
sand dollars |$2000| per annum, which amount shall be pay¬
able every six months in advance. In case this amount shall
remain unpaid for thirty days, after due notice by register¬
ed letter, this agreement shall become void and inoperative.

5. The party of the second pa'rt agrees to keep true
and accurate books of account showing the numbers of gal¬
vanic batteries covered by said Patent manufactured and sold
by him, which books shall be at all reasonable times open to
the inspection of the parties of the first part or their au¬
thorized agents.

R. The party of the second part further agrees to
render written statements to the parties of the first part
semi-annually from the. date of this agreement and to pay . ..
said parties of the first part at Paris, France, the amounts
due under this license for the period covered by the state-

3

ment, within thirty days after the rendering of such state
ment. All payments shall be made to Felix do Lalande, whose
individual receipts shall be binding upon both parties of
the first part.

7. The party of the second part further agrees to
number consecutively with indelible characters the galvanic
batteries manufactured and sold by 'him under this license
and agrees to furnish the parties of the first part free of
charge four samples of each of the sizes of galvanic batter¬
ies madeby him under this license.

8. It is mutually understood and agreed by and be-
ween the parties hereto that no license fee will be due or
payable for the replenishing of batteries upon which a li¬
cense fee has once been paid, providing the ,1ars of such re¬
plenished batteries shall have been stamped with indelible
characters as provided in Article seven.

9. The party of the second part will have to pro¬
tect the Letters Patent: he will have sole charge in his
discretion of commencing and defending all litigation in
connection with the said Letters Patent; he will assume all
expenses connected with such litigation, and in consequence
thereof he will be entitled to all damages which may be a-
warded by the Courts. The parties of the first part, how¬
ever, expressly agree to sign and verify all pleadings or
other necessary papers, to execute and deliver proper powers
for the prosecution of all proceedings, suits and actions, or

f or defending the same, and to give all testimony that may

jj 4

i; be required .upon the request of the party of the second part
!; I0* In the event that the Patent under which this

lj license is granted is declared invalid in the highest Court
| of competent jurisdiction in the United States, then from
that time forward the party of the second part is released
from the payment of royalty under this license for galvanic
batteries thereafter manufactured, used, or sold by him.

II. This license is granted to the party of the
jj second part and is unassignable and indivisible, except that
j it will run to firms and corporations with which the party
| of the second part is connected and be binding upon such
jj firms and corporations.

18. The parties reserve their respective rights to
j| any improvements made by either of them on the said letters
jj Patent and any improvements so made shall remain the proper-
j! ty of the inventor.

13. The party of the second part reserves to him¬
self the right to terminate this license upon six months'
notice in writing to the parties of the first part, and
thereupon he will execute and deliver a proper instrument
in writing to cancel the effects of this contract.

IN TESTIMONY WHEREOF, the parties hereto have here¬
unto signed their names and affixed their seals, the day and
year first above written.

Consulate General of llic United Slates of America at Paris, France.

Consulate General of the United Stales of America at Paris, France.

&n Z/c'e iJ? c/ay oy/ iZleyxi fo Z/eyeai / <

me yicieona/hy came

Zo me So /e Z/le thc/vcc/ua/c/cplc/ec/cn anc/ w/io eaeceeZec/ Z/e caeZ/cn d/iicZiumenZ
',(/ ac/nocu/c/aec/ Z/faZ execuZec/ Z/e Came.

IHititesiJi my /anc/ anc/ cy^/cca/ cea / Z/e c/ay anc/ yeat a/ovc catcZ/cn.

^ onca / 'Zyeneia/ oy/ Z/e //niZcc/ <£//aZcc oy/ <S/me(cca aZ £/atcCj usance.

THIS INDENTURE, made the sixteenth day
of October, in the year of Our Lord one thousand eight hun¬
dred and eighty-nine, BETWEEN The Ogden Iron Company, a
corporation of the State of New Jersey, of the first part,
and The New Jersey and Pennsylvania Concentrating Works,
also a corporation of said State of New Jersey, of the sec¬
ond part:

WITNESSETH:- That the party of the first part, in
consideration of the rents and payments hereinafter men¬
tioned to.be paid by the party of the second part, and of
the covenants and agreements hereinafter contained to be
kept, observed and performed on the part of the party of
the second part, hath given, granted and demised, and doth
hereby give, grant and demise unto the party of the second
part the full and free right, liberty and privilege of en¬
tering in and upon those two certain tracts or parcels of
land and premises, situate, lying and being in the Township
of Sparta, in the County of Sussex and State of New Jersey,
particularly described as follows :-

THE FIRST TRACT is known as "The Sharp Mine Lot",
and was surveyed on the 25th day of June, 1771, and record¬
ed to the Sharps at Perth Amboy in Book S. 6, pages 221,

&c., and is the same whioh was conveyed by William Firm-
stone and wife to the said Ogden Iron Company by deed dated
November 27th, 1866, and recorded in the Sussex County
Clerk's Office in Book 0.5 of Deeds, on pages 86 &c . and
therein described as follows:- Beginning at a White Oak

I

G

tree marked with a blaze and three notches on each side,
standing on the South side of one of the branches of the
Rookaway River, South ten degrees West from a house lately
built by Isaac Sharp five chains and a half distant and
also five chains from a small bog meadow that empties into
said branch; also about two and a half miles from the road
that crosses the mountain from the Wallkill at Harlow's
brook to Chariot tenburgh Furnace, and runs thence (1) North
twenty-two degrees West six chains; (2) North eleven de¬
grees East thirty-four chains and twenty links; (3) South
fifty-six degrees East nine chains and fifty links; (4)
South nine degrees West thirty-four chains and forty links;
(S ) North eighty-eight degrees West seven chains and thirty
links to the place of beginning, Containing thirty-two
acres and sixty-nine hundredths of an acre of land.

THE SECOND TRACT is the same which was conveyed by
Joseph G. Fell and wife to the said Ogden Iron Company by
deed dated March 6, I860, and recorded in the Sussex County
Clerk's Office in Book 0.5 of Deeds, on pages 82 &c . , and
therein described as follows :-

Beginning at a White Oak marked and standing about
three chains and fifty links West of a Swamp called Long
Swamp and from said tree the West end of a oauseway leading
over the said Swamp bears South seventeen and a half de¬
grees East and a large rook about three feet in diameter
and seven feet thick and bears North fifty-one and a half
degrees East distant about one chain and fifty links (re¬
corded at Amboy, Book S.12, pages 264 &c.) -...thence

2

(1) North seven degrees West four ohains and fifty links;

(2) North forty-three degrees West twenty-one ohains and
twenty-five links; (3) South sixty-four degrees West
twenty-fivo chains; (4) South fifteen degrees West twenty-
five ohains; (5) North eighteen degrees East fifteen
ohains; (6) North seventy degrees thirty-five minutes East
forty-seven chains and eighty links to the beginning, Con¬
taining 118.61 Acres, but after deducting 32.69 acres in¬
cluded therein returned to Joseph Sharp, and recorded in
Book S.6 pages 221 &e., there remains 75.97 acres of land
strict measure. And after further deducting so much of
said Second Tract as is included within the bounds of the
De Lanoey Tract, returned to John De Lancey in the year
1786, and containing by survey fifty- two acres and thirty- '
six hundredths of an acre, there remains in said Second
Tract about forty-throe acres of land. And so much there¬
of as is included within the bounds of said De Lancey Tract

is excepted from the operation of this indenture.

And of exploring the said lands and premises for
iron ores and of sinking pits and shafts and mines, and of
mining and digging from said land any and all iron ores
which shall be found thereon by the party of the second
part for and during the term of twenty years from and after
the date hereof . ,

. But the party of the first part expressly reserves
and exceptB from the operation of this grant and demise a
certain mine already opened upon said lands and premises on
what is known as the Pardee Shoot or Vein, and all parts of

o

0

said shoot or vein, whether at present reached by said mine
or not - and all and every the works and machinery connect¬
ed with said mine, and also all machinery and dwelling
houses and other buildings and all railroad tracks and
trestles, and all docks and dumping grounds (and the rock
and ore composing the same) now upon any part of the above
described lands and premises (whether the same be now in
use or not); and also excepts and reserves, now and at all
times, all such parts of the surface of said land as may
now, or at any time hereafter, be required for the working
of said mine and the removal, storage and shipment of ore
from said Pardee Shoot, whether such parts of the surface
be presently in use or not. And the party of the first
part also reserves the right to sink new shafts upon said
land, wherever it shall see fit so to do, for the purpose
of reaching said Pardee Shoot or Vein, as well where said
shoot has already been mined as also at points where the
same has not yet been opened or mined; and for the purpose
of sinking such new shafts and of raising and storing and
shipping ores therefrom, the party of the first part is to
have the exclusive use and occupation of so much of the
surface of the above described lands as may be necessary,
anything herein contained to the contrary thereof notwith¬
standing. And the party of the first part also reserves
to itself and its successors and assigns the right to work
and operate the said mine already opened on said Pardee
shoot, and such other shafts and mines as may hereafter be
opened upon said shoot or vein - and to mine, store and

©

s

©

remove ores from any and all parts of said Pardee shoot or
vein, whether at present reached and opened or not. And
the party of the second part shall not have any right to
mine or remove any ores from the said mine already opened,
nor from any part of said Pardee shoot or vein, whether at
present reached by said mine or not.

It is understood that the party of the second part
is to have the right to mine and dig such ores as may be
found between said Pardee shoot and the surface of the
ground; upon the condition however, and it is agreed, that
such mining and digging, and any and all mining operations
^and other work which may be carried on by the party of the
second part by virtue hereof, are to be so done as not in
anywise now or hereafter to interfere with the working and
operation of said mine already opened, nor with the exten¬
sion of said mine upon and along the said Pardee shoot or
vein, nor with any new shafts or mines which may at any
time be opened or worked by the party of the first part,
or its successors or assigns, upon said Pardee shoot or
vein - and so as not to interfere with or disturb any of
the works or machinery connected with said mine, or any
machinery, dwelling-houses or other buildings, railroad
tracks, trestles, docks or dumping grounds upon said lands;
and so as not to in anywise to weaken, disturb or endanger
any of the workings now open, or hereafter to be opened
upon and along the said Pardee shoot or vein. And any and
all work which shall be done and prosecuted by the party of
the second part by virtue hereof shall be so done and
5

©

o

prosecuted as not to cause or permit surface vra,ter, either
during the prosecution of the work of the party of the sec¬
ond part, or after the abandonment of such work, to flow
into any of the mines or workings now open, or hereafter to
be opened, upon and along said Pardee shoot or vein.

I And the lands and premises above described, except¬

ing as above excepted, reserved and provided, are hereby
demised and let, by the party of the first part unto the
party of the second part to have and to hold the same unto
the party of the second part for and during the term of
twenty years from and after the date hereof (unless this
lease shall be sooner terminated as hereinafter provided)
for the uses and purposes herein mentioned, and for no
other use or purpose whatsoever.

The party of the second part is to have the further
right to erect, maintain and operate upon said premises,
during the term hereby demised, all such buildings, erec¬
tions, fixtures, machinery and ore-concentrating works as
Bhall be requisite and necessary for the proper carrying on
of the exploring and mining operations above mentioned, and
for the pulverizing and concentrating of the ores which may
be mined by the party of the second part upon and from said
premises, and for the pulverizing and concentrating of ores
brought from any other premises; and the right to con¬
struct, build and maintain all suoh ways, wagon-roads and
railroads upon and across said premises as shall be requi¬
site and necessary for the carrying on of said works; and
also to, appropriate and use such part of the surface of
6

said lands (excepting, always, as aforesaid) as may be
requisite and necessary for the carrying on of the works
aforesaid, and for storing the ores mined and concentrated
by virtue hereof.

And the party of the second part is to have the
right to carry away from said promises such part only of
the ores by it mined thereon as shall have been by it first
concentrated, ground and pulverized to such fineness as to
permit the said ore to pass through a screen having meshes
one-tenth of an inch in equal length and width, and not
greater. And all iron ores, minerals, rock and other
material whioh shall be mined by the party of the second
part upon said premises, and whioh shall not have been
ground and pulverized to the fineness aforesaid and concen¬
trated as aforesaid, shall be and remain at all times the
property of the party of the first part, anything herein
contained to the contrary notwithstanding.

And in consideration of the premises, the party of
the second part doth covenant and agree to pay unto the
party of the first part a royalty of twenty cents per ton
of two thousand two hundred and forty pounds for each and
every ton of iron ore which shall be mined upon said prem¬
ises and concentrated by virtue hereof; the said royalty
to be computed upon the weight of the concentrated ores
after the concentration thereof. Said payments, and all
payments of rents and royalties herein provided for, to be
made quarterly on the fifteenth day of October, January,
April and July m each and every year during the continu-

ance of this lease, (for the quarter-yoar ended on the last
day of the preceding month) at the Nations 1 Union Bank in
the Town of Dover, in the County of Morris and State of New
J ersey .

And the party of the second part doth further cove¬
nant and agree that from and after the expiration of one
year from the date hereof, the party of the second part
shall and will in any event pay unto the party of the first
part, on or before each quarter-day during the continuance
of this lease, the sum of five hundred dollars, (being at
the rate of twenty cents per ton upon a product of two
thousand five hundred tons of iron ore per quarter-year) as
and for a regular quarterly rent for said premises, whether
a sufficient quantity of iron ore shall have been mined and
concentrated by the party of the second part during the
quarter-year preceding such quarter-day to amount to that
sum, at the rate of twenty cents per ton, or not. And if
it shall happen that in any quarter- year less than two
thousand and five hundred tons of- ore shall be mined and
concentrated, so that the said quarterly rent of five hun¬
dred dollars shall exceed the sum which would have been due
as royalty upon the ores actually mined and concentrated,
at the rate of twenty cents per ton, then and in such case
the party of the second part, having paid the. said rent of
five hundred dollars for such quarter year, shall be enti¬
tled to a credit for such exc.ess as a payment on account of
the royalties which may become due upon any ores which may
be mined and concentrated in any subsequent quarter-year,

o

©

o

during the continuance of this lease, in excess of twenty-
five hundred tons.

And further, the party of the second part shall and
will accurately weigh all ores by it rained and concentrated
under this lease, and shall and will keep an accurate ac¬
count and record thereof, which account and record, as well
as all and every the mines and works of the party of the
second part, shall at all times be open to the inspection
and examination of the party of the first part and its
agents.

It is further understood and expressly agreed that
all the buildings, works, machinery and fixtures of the
party of the second part upon said premises, and all the
ores which shall be mined, raised or concentrated by vir¬
tue hereof, shall at all times stand as security for the
payment of the rents and royalties herein provided for, and
shall not be removed or carried away from said premises un¬
til all moneys due or accrued to the party of the first
part shall have been first fully paid. It being under¬
stood and agreed that the party of the second part is to
have the right to remove, at any time before the expiration
of said term of twenty years or the sooner termination of
this lease, or within thirty days thereafter, any and all
buildings, works, machinery and fixtures which may be plac¬
ed by the party of the second part upon said lands, pro¬
vided all moneys due: or accrued from the party of the sec¬
ond part to the party of the first part up to the time of
such removal shall have been first fully paid, and not
9

otherwise.

And the party of the second part doth further cove¬
nant and agree that it will, in all respects, carry on any
and all mining operations which shall be prosecuted here¬
under in a good, substantial and workmanlike manner, and
according to the rules observed by good miners in other
iron mines in said State of New Jersey, having due regard
at all times to the safety and durability of the mines, and
to their future permanency and value. And further, the
party of the second part, in opening and working any mine
or mines upon said premises, shall and will cause to be
left standing therein pillars of ore or other solid ground
suitable, proper and sufficient, both as to size and as to
number and location, for the safe support of said mines.

And further that the party of the second part shall and
will at all times during the continuance of this lease,
properly and securely support and protect all shafts,
drifts, slopes, pillars, mines and workings which shall be
made upon said premises by virtue hereof, with good and
substantial timbering to be furnished by the party of the
second part. And at the end of said term of twenty years,
or at the sooner termination of this lease, the party of
the second part shall and will leave all the said shafts,
drifts, slopes, pillars, mines and workings in as good con¬
dition, and as well supported and protected by pillars and
timbering, and in as good and safe working order as the
same, or any of then, shall or should be when properly sup¬
ported, protected and secured according to the terms of

10

this lease;

It is understood and expressly agreed that the party
of the first part, and its agents, shall at all times dur¬
ing the continuance of this lease have access to said prem¬
ises, and to any and all mines, shafts, slopes and workings
which may at any time be opened thereupon by the party of
the second part, and shall have the right to inspect and
examine the same and make surveys, maps and plans thereof,
and that the party of the second part shall and will at all
times observe and conform to the reasonable directions of
the party of the first part, and its agents, in regard to
said mines, and in regard to shafts, slopes, workings, sup¬
ports, pillars, timbering, stopes, and whatever else re¬
lates or appertains to the proper working of the said
mines, and to the safety, durability and future permanency
and value thereof.

And if at any time during the continuance of this
lease any difference should arise between the parties here¬
to in regard to any matter concerning the working, opera¬
tion or securing of said mines, it is agreed that the same
shall be left to the decision of three competent and disin¬
terested persons as arbitrators, eaoh of the parties hereto
to choose one, and the two thus chosen to select a third;
such arbitrators shall be chosen as aforesaid within ten
days after written notice shall have been given by either
of the said parties hereto to the other party, and all mat¬
ters of arbitration shall be settled and determined without
any unnecessary delay; and the decision of any two of said

11

arbitrators shall regulate any such difference or dispute,
and the method of conducting said mining operations shall
be conformed thereto.

The party of the second part shall not, nor will,
assign this lease, nor any of the rights and privileges
hereby granted, nor the whole or any part of the term here¬
by demised, nor shall the party of the second part underlet
said premises, or any part thereof, to any person or per¬
sons or corporation without the consent in writing of the
party of the first part for that purpose first had and ob¬
tained. And in case of any such assignment or und.erlet-
ting without consent as aforesaid, this lease and all the
rights and privileges hereby granted shall, at the option of
the party of the first part, instantly cease and be void;
but the party of the second part shall nevertheless be and
remain liable for all rents and royalties theretofore ac¬
crued and for any breach of any of the covenants hereof
theretofore committed.

It is further agreed that in case the party of the
second part shall fail to. pay any rent or royalty on any
day whereon the same is payable as herein provided, and
shall make default in the payment thereof for thirty days
after written notice and demand thereof, or in case the
party of the second part shall commit any breach of any of
the covenants or provisions herein contained or fail to
perform any of the same, and shall remain in default for
thirty days after written notice thereof, then and in any
such case, at the option of the party of the first part,

I

this lease and the term hereby demised, and all the rights
and privileges hereby granted, shall cease and determine,
the same in all respects as if the said term of twenty
years had fully expired; but the party of the second part
shall, nevertheless, be and remain liable for all rents
and royalties theretofore accrued, and for any and every
breach of any of the covenants hereof theretofore commit¬
ted.

And it is further agreed that the party of the sec¬
ond part may put an end to this lease at any time by giving
to the party of the first part three months previous notice
in writing of its intention so to do. And at the time for
that purpose mentioned in such notice, this lease, and all
the rights and privileges hereby granted, shall cease and
determine, and the rights of the parties hereto shall
thereupon be the same in all respeots as if the said term
of twenty years had fully expired; but the party of the
second part shall, nevertheless, remain liable for all
rents and royalties theretofore accrued, and for any and
every breach of any of the covenants hereof theretofore
committed.

All and every the covenants and provisions of this
indenture shall be so extended as to respectively benefit
and bind the successors and assigns of the several parties
hereto.

Any and all notices, demands and other comnunica-
tions which the party of the first part may desire to give
or send to the party of the second part, may be served upon

13

I

such person as may for the time be in charge of the mining
operations upon said premises; and if no such person be in
attendance, the same may be left with any person at work
upon said premises, or posted in a conspicuous place there¬
on. And any and all notices, demands and other communica¬
tions which the party of the second part may desire to give
or send to the party of the first part, may be served on
the person in charge at the financial office of the party
of the first part in the City of Philadelphia.

The word "ore” wherever it ooours in this indenture
shall be taken to mean "iron ore" - and the word "ton" to
mean a long ton of two thousand two hundred and forty
pounds .

And this indenture further witnesseth that the party
of the first part doth hereby give and grant unto the party
of the second part the right and privilege, at any time
during the period aforesaid, to take and concentrate all
the waste rook which now lies upon the surface of the
ground on said demised premises, excepting however all
waste rock contained in any of the docks or railroad-beds
upon said land. And the party of the second part agrees
to pay to the party of the first part a royalty of ten
cents per ton for each ton of concentrated ore which shall
be produced from said waste. Such payments to be separate
and distinct from, and over and above, the payments to be
made for and on aooount of ores mined by the party of the
second part as hereinbefore provided; and the party of the
second part shall not be entitled to any credit upon any of

14

I

(Seal

the quarterly or other payments aforesaid for or by reason
of any moneys paid as royalties upon said waste rock.

IN WITNESS WHEREOF the said parties of the first
and second parts have caused their several corporate seals
to be hereunto affixed, and attested by their respective
Presidents the day and year first above written.

Signed, sealed and delivered) George Richards, Prest.

in the presence of ) of the Ogden Iron Co.
Attest :

H. H. Wilson,

Secy. (Seal)

The New Jersey and Pennsylvania Concentrating
Works,

By Thomas A. Edison,

President .

Attest:

J. Hutchinson,

Secy.

STATE OP PENNSYLVANIA, )
County of Philadelphia, )

BE IT REMEMBERED that on this Thirtieth day of
October, A.D. eighteen hundred and eighty-nine, before me
the subscriber, a Commissioner of Deeds &c . for the State
of New Jersey, here resident and duly qualified, personally
appeared H. H. Wilson, who, being by me duly affirmed ac¬
cording to law, on his affirmation, deposeth and maketh
proof to my satisfaction that he is the Secretary of The
Ogden Iron Company, the party of the first part in the fore¬
going indenture named; that he knows the corporate seal
of said Company, and is well acquainted with George Rich¬
ards, who is the President of said Company. That the seal
affixed to the foregoing indenture, and purporting to be
the corporate seal thereof, and the name of the said George
Richards thereunto subscribed is in the handwriting of the
said President. That deponent was present and saw the
said George Richards svtoscribe his name to the said inden¬
ture and affix the said corporate seal thereto, and heard
him acknowledge and declare, at the doing thereof, that he
signed, sealed and delivered the said indenture as the vol¬
untary act and deed of the said The Ogden Iron Company for
the uses and purposes therein expressed, by virtue of
authority to him thereunto given by said Company. And
thereupon, deponent subscribed his own name to the said in¬

denture as an attesting witness.
Affirmed and subscribed this Thirtieth)
day of October, A.D. 1889, before me. )
Samuel L. Taylor,

Commissioner for New Jersey.

H. H. Wilson.

16

©

State of New York , )

: ss.

City and County of New York. )

Be it remembered that on this 13th day of November,

A. D., eighteen hundred and eighty-nine, before me, THOMAS

B. CLIFFORD, one of the Commissioners of Deeds of the State
of New Jersey and in the State of New York, personally ap¬
peared Joseph Hutchinson, who, being by me duly swom ac¬
cording to law on his oath, deposeth and maketh proof to my
satisfaction that he, at the time this contract was execut¬
ed, was the Secretary of the New Jersey and Pennsylvania
Concentrating Works, the party of the second part in the
foregoing indenture named; that he knows the corporate
seal of said Compaiy, and is well acquainted with Thomas A.
Edison, who is the President of said Company. That the
seal affixed to the foregoing indenture, ard purporting to
be the corporate seal of said New Jersey and Pennsylvania
Concentrating Works, is in fact the corporate seal thereof,
and the name of the said Thomas A. Edison thereunto sub¬
scribed is in the hand-writing of the said President. That
the deponent was present and saw the said Thomas A. Edison
subscribe his name to the said indenture and affix the said
corporate seal thereto, and heard him acknowledge and de¬
clare, at the doing thereof, that he signed, sealed and de¬
livered the said indenture as the voluntary act and deed of
the said The New Jersey and Pennsylvania Concentrating
Works for the uses and purposes therein expressed, by vir-

17

r

tue of authority to him thereunto given by said Company.

And thereupon deponent subscribed his own name to the said

indenture as an attesting witness.

Sworn and subscribed this 13th )

)

day of November, A.D., 1889, )

)

before me, )

Joseph Hutchinson.

THOS. B. CLIFFORD,

A Commissioner of Deeds for
the State of New Jersey,
in New York.

(Seal.)

2

© ©

THIS INDENTURE, made the twenty-second
day of October, A.D., Eighteen hundred and eighty-nine, Be¬
tween THE SUSSEX COUNTY IRON COMPANY, a Corporation of the
State of New Jersey, of the first part, and THE NEW JERSEY
AND PENNSYLVANIA. CONCENTRATING WORKS, a Corporation of the
State of New Jersey, of the second part,

WITNESSETH:-

That the said party of the first part, in consid¬
eration of the payments and covenants hereinafter mentioned
and contained, doth hereby give, grant, demise and lease un¬
to the said party of the second part, its successors and as-
j signs, the full, free and exclusive right, privilege and lib-
[ erty of entering in, sinking pits, and shafts in, and explor¬
ing for. Iron Ore and Minerals, in and upon any part and of
digging, mining, taking and carrying away any and all Ores
or Minerals, now being in and upon or under ALL that cer¬
tain tract or parcel of land and. premises, situate, lying and
being in the Township of Sparta, in the County of Sussex, and
State of New Jersey, bounded and described as follows :known
as the "Smock Tail Mine Lot", situate about fifteen chains
northward fran the beginning of ten acres called "The Ogden
Mine Lot". Beginning at a large square rock five feet high
lying in a sort of gully about one chain south from a round
low place, (1) S. 34° W. 20.00 (2) N. 56° W. 5.00 (3) N.340
E. 20.00 (4) S. 56° E. 5.00 and containing ten acres of land,
and adjoins lands of The Ogden Mining Company and others,
subject to laps on said described lot by other surveys, if

i

2

any such laps, lawfully exist, for the term of twenty years
from this twenty-second day of October, eighteen hundred and
eighty-nine.

ALSO, the right, liberty abd privilege of erecting
and maintaining upon said premises, during the term aforesaid
and of removing therefran at the end of said term, or the
sooner termination of this lease, all such buildings, erec¬
tions, fixtures, maohinery and dwelling houses, as shall be
requisite, necessary and convenient for the proper carrying
on of the exploring and mining operations, hereinbefore men¬
tioned, erected thereon by said party of the second part for
the purposes of this lease, and also the right, liberty and
privilege of using the buildings now on said premises, as
against said party of the first part.

Also the right, liberty and privilege to construct,
build and maintain all such ways, wagon roads and railroads
over and across said premises as shall be requisite, neces¬
sary and convenient for access to and from any works, build¬
ings, mines, pits or shafts to be erected or mined by vir¬
tue hereof.

And the said party of the second part doth covenant
and agree to and with the said party of the first part, that
it will commence exploring for Iron Ores and Minerals on the
said premises within one year from the date hereof.

And it is hereby understood and agreed by and be¬
tween the parties to these presents, their successors and
assigns, that the said party of the second part, its succes¬
sors or assigns, shall have one year from the date hereof to

J explore said land and premises, for Iron Ore or Minerals.

And the said party of the second part doth for it¬
self, its successors and assigns, covenant and agree to and
j with the said party of the first part, its successors and
I assigns that it will pay the sun of twenty (20) cents per ton,
of twenty two hundred and forty pounds for each and every ton
of concentrated iron ores or minerals mined, dug, raised and
carried away from said premises during the term aforesaid, and
the sum of ten (10) cents per ton, of the weight aforesaid
for each and every ton of iron ore, concentrated from the
rook heap now at the mine bank on said premises, heretofore
taken, therefrom, payments for the same to be made by quarter-
yearly payments at the office of said party of the second
part at Ogden, Sussex County, New Jersey.

And the said party of the second part, further cov¬
enants and agrees to pay the said party of the first part,
its successors or assigns from and after the first year above
mentioned and for and during the remainder of the term this
lease shall continue in force for at least one thousand tons
of concentrated iron ore or minerals at the rate of twenty
cents, aforesaid, per ton in quarterly payments of fifty dol¬
lars each quarter in each and every year whether the same be
actually mined, raised, concentrated and carried away or not,
said payments to be made on the 15th day of October, January,
April and July of each year. But it is hereby understood and
agreed by and between the parties to these presents, that if,
in any one year after the end of the said first year afore -
mentioned, less than one thousand tons of concentrated iron

ore or minerals, are mined, raised, removed and carried away
from said premises, that then the said party of the second
part, its successors or assigns are to have credit for such
deficiency, on the next or any subsequent year wherein it or
they shall mine, raise and carry away more than one thousand
tons of concentrated iron ore or minerals, so that the said
party of the second part, its successors or assigns, shall
not in the aggregate pay for, during the said term of twenty
years, for more than twenty thousand tons of said concentrated
iron ore at twenty cents per tan as aforesaid, unless more
than that quantity shall have been mined as aforesaid.

And the said party of the second part, its succes¬
sors or assigns further covenant and agree that it will
cause all the iron ores or minerals raised, mined and car¬
ried away from said premises and concentrated to be careful¬
ly weighed at the concentrating works at Ogden, and will
keep or will cause to be kept, in a book to be used for that
purpose exclusively, a true and faithful account of the
weight of all ores or minerals mined, raised, and removed
from said premises and concentrated during the continuance
of said term, and will render to the said party of the first
part, its successors or assigns, quarterly accounts of the
quantity of ore mined, raised, concentrated and carried away
as weighed in each month of said term, and the books, papers,
memorandums and accounts, as kept by said party of the second
part, its successors or assigns, of the iron ore or minerals,
concentrated and weighed as aforesaid, shall be at all times
open to the inspection and examination of the said

party of

the first part, its successors or assigns.

And said party of the second part further covenants
and agrees to pay or cause to be paid to the Collector of
taxes for said township of Sparta as the same became due from
time to time all the- taxes, which shall' or may be assessed
against the tract of land, mines and premises during the con¬
tinuance of this Indenture, from and after the first year of
tliis term.

And it is further understood and agreed by and be¬
tween the parties to these presents, that the said party of
the second part, its successors or assigns, shall and may
at any time before the end of said term of twenty years, put
an end to this lease and agreement by giving three months no¬
tice in writing of its intention so to do, and in that case
it shall have all the rights of removal of buildings, fix¬
tures and machinery hereinbefore provided for, provided, all
rents, royalties, claims and demands due or growing due up to
such time of ending shall have been paid.

And it is further agreed and understood that said
party of the second part, its successors or assigns shall work
and operate such mines in a good and workmanlike manner and
according to the most approved plan of mining and will keep
the same properly timberod with sufficient head ores and
pillars for the safety and durability of said mine and veins
and the same shall be open at all times to the inspection
and examination of said party of the first part, its succes¬
sors or assigns for suggestions and directions.

1

6

And it is further agreed and understood by and be¬
tween the said parties hereto that the said party of the
second part, its successors or assigns shall and will have
all the iron ore which it shall mine from the premises under
this lease concentrated at Ogden aforesaid, and will also
during its mining operations under this lease in following
the vein or veins of iron ore,, mine, take out and remove for
concentration all the iron ore which will analyze twenty
per cent of metallic iron, lying between the walls of such
vein or veins.

IN WITNESS W H E R E 0 F, the said
The Sussex County Iron Company has caused this Indenture to
be signed , executed and delivered by John P. Brown, its Pres
ident, who has hereunto set his hand and seal as such Presi¬
dent, by virtue of a resolution of the Board of Directors of
said Company passed August 20th, A.D., 1889, and the said The
New Jersey & Pennsylvania Concentrating Works has hereunto
set its corporate seal and caused the same to be signed by
Thomas A. Edison, the day and year first above written.

Signed, sealed and delivered ) The Sussex County Iron Co.

: By John P. Brown, Pres,
in presence of )

Attest: I. P. Pardee, Sec'y*

Thomas Butler, New Jersey & Pennsylvania Concen-

Sec'y. trating Works,

By

Thomas A. Edison,

(Seal) Pres't.

Witness

Thomas Butler.

County of Passaic.

BE IT REMEMBERED that on this 22nd day of
October, A.D., 1889, before me a Master in Chancery of New
Jersey, personally appeared Israel P. Pardee, who, being by
me duly sworn according to law, on his oath, deposeth and
maketh proof to my satisfaction that he is the Secretary of
The Sussex County Iron Company, the party of the first part
in the foregoing Indenture named; that he knows the corporate
seal of said Company and is well acquainted with John P.

Brown, who is the President of said Company; that the seal
affixed to -the foregoing Indenture and purporting to be the
corporate seal of said Sussex County Iron Company is in fact
the corporate seal thereof and the name of the said John P.
Brown thereunto subscribed is in the handwriting of the Baid
President. That deponent was present and saw the said John
P. Brown subscribe his name to the said Indenture and affix
the said corporate seal -(hereto, and heard him acknowledge
and declare, at ihe doing thereof that he signed , sealed
and delivered the said Indenture as the voluntary act and dee(.
of the said Sussex County Iron Company for the uses and pur¬
poses therein expressed, by virtue of authority to him there¬
unto given by said Company, and thereupon deponent subscribed
his own name to the said indenture as an attesting witness.

Sworn and subscribed this )

22nd day of October, A.D., )

1889, before me )

Albert Aurecot,

Master in Chancery,

of New Jersey.

©

0

8

STATE OP HEW JERSEY, )

• County of Essex. )

Be it remenibered that on this 4th day of
November, A.D., 1889, before me Thomas Butler, personally
appeared who being by me duly

sworn according to law on his oath deposeth and make th proof
to my satisfaction that he is the Secretary of The New Jersey
and Pennsylvania Concentrating Works , the party of the sec¬
ond part in the foregoing Indenture named; that he knows
the corporate seal of said Company, and is we 11 acquainted
with Thomas A. Edison, v/ho is the President of said Company,
That the seal affixed to the foregoing Indenture and purport¬
ing to be the corporate seal of said New Jersejr and Pennsyl¬
vania Concentrating Works, is in fact the corporate seal
thereof, and- the name of the said Thomas A. Edison thereunto
subscribed is in the handwriting of the said President. That
deponent was present and saw the said Thomas A. Edison sub¬
scribe his name to the said Indenture and affix the said cor¬
porate seal thereto, and heard him acknowledge and declare
the doing thereof, that he signed, sealed and delivered the
said Indenture as the voluntary act and deed of the said New
Jersey and Pennsylvania Concentrating Works, fbr the uses
and purposes therein expressed, by virtue of authority to him
thereunto given by said Company. And thereupon deponent sub¬
scribed his own name to the said Indenture as an attesting

witness .

Sworn and Subscribed this 4th )

day of Hoveiriber, A.D. , I860, before ) Thomas Butler.

me. )

John F. Randolph,

Notary Pub! ic .

( Seal )

[A VARIANT VERSION OF THIS BRIEF, DATED MAY 10, 1889, WAS NOT FILMED.

C. 8. Burgoyne's Printing Builnas, 146-150 Centre St,, N, Y,

Circuit Court of the United States

SOUTHERN DISTRICT OF NEW YORK.

Thomas A. Edison, \

Complainant, I

AGAINST ( „ „ .

> In Equity.

Ezra T. Gilliland and John 0. Tom- ( '
linson, |

Defendants. /

To THE HoNOHABLE THE JUDGES OF TIIE CHICUIT COUBT

op the United States, within and poit the 3

SOUTIIEItN DlSTItlOT OP NEW XoilK, SITTING IN

Equity :

Thomas A. Edison, of Orange, Now Jersey, and a oiti-
zon of the State of Now Jersey, brings this, liis amended
bill of complaint, against Ezra T. Gilliland and John
C. Tomlinson, of Now York City, and citizens of tbo
State of New York, and thereupon your orator com¬
plains and snys :

1. That this is a suit of a civil nature in equity 4
where tho matter in dispute exceeds, exclusive of inter¬
est and costs, the sum and value of two thousand
dollars, in which there is a controversy between a
citizen and resident of the State of Now Jersey, on
the one part, and citizens and residents of tho State

of Now York, 011 the other part.

2. That your orator is a citizen of the State of New
Jersey, and resides in the Town of Orange, County of
Essex, in said State.

a

5 8. That tho defendants, ns your orator is informed
and believes, nro citizens of tho State of Now York, and
reside in tho City, County and Stato of Now York.

4. That for many years last past your orator lias
been an inventor in electrical and other fields of
soioiitifio resoaroh, and has maintained, at various
places, at different times, laboratories or workshops
whore it has boon his anatom to carry on his experi¬
ments und to make and perfect his inventions, and that,

6 in tho prosooution of his said work of invention, he has
gathered about him assistants and employees, many of
whom have bocomo attached to him by ties of friend¬
ship ns well us interest, and have given to him their
faithful devotion, and have received his confidence and
favor in roturn ; that during the past fifteen years your
orator 1ms, in tho mannor described, made and per¬
fected mnny inventions which linvo boeu put upon the
market by tho means of incorporated companies and
otherwise, and it lias been the practice of your orator

7 at snob times to bonofit, compensate and reward such
persons as had assisted him, both in the making of tho
inventions and the exploitation of tho busiuoss, by tho
allotment and delivery to them of stock, in lieu of
salary or other compensation.

6. That tho defendant Gilliland was, during the throe
years prior to tho month of July, 1888, a confidential
agent and friend of your orator ; that prior to that
period he was in tho employ of tho Amoricau Bell Tol-

8 opliono Company in the City of Boston, State of Massa¬
chusetts, and wns receiving a salary of five thousand dol¬
lars a year ; and your orator urged him to come into his
employ, and by way of inducement, guaranteed to the
said Gilliland, that in his, your orator’s, employ, ho
would receive a larger incomo annually than his salary
then amounted to, for a period of fivo years; that the
said Gilliland thereupon accepted tho offer of your
orator and went into his employ, and has since tho
date thereof down to the month and year aforesaid re¬
ceived, through tho instrumentality of your orator, n

3

larger inoomo, annually, than the salary which ho wns 9
reoeiving at the time that he entered, as aforesaid, into
your orator’s employ.

0. That your orator made the acquaintance of tho
defondnnt Tomlinson about five years ngo ; that the
latter was tlion au attorney and counsellor at law prac¬
ticing his profession in the City of New York, but hav¬
ing an inconsiderable business and earning a very small
income in his profession ; that the defondnnt Tomlinson
and your orator at once became very eloso personal 10
friends, and your orator eonooived tho desire and pur¬
pose to confor all possible bonolits upon said Tomlinson
so ns to advance his position in his profession and in¬
crease his incomo ; that your orator used his influence,
tlierofore, in procuring for said Tomlinson retainers
from tho various companies in which your orator was
then director or stockholder, and your orator’s off'orts
in that direction wore successful to such an extent, that
in tho month of Juno, 1888, tho said Tomlinson was re¬
ceiving an annual rotainer from onoh one of most, if not 11
all, of such oompanies, the total of such retainers
amounting annually to a very largo sum or income ;
that in addition to tho retainers thus secured to said
Tomlinson, your orator appointed the said Tomlinson
liis personal and confidential counsel and advisor, and
placed him upon the list of personal assistants and
friends whom your orator was in tho habit of rewarding
for services in the manner described above in the fourth
paragraph of this bill of complaint.

• 12

7. That during tho past three years, and more, your
orator has boon experimenting with certain apparatus
known ns tho phonograph, and has during that period
applied for and obtained letters patent for the same in
the United States of America, Canada and other coun¬
tries ; thnt on or about tho 8th day of Ootobor, 1887,
he causod to be organized under tho laws of the Stato of
New Jersey a corporation called The Edison Phono¬
graph Company, with a capital stock of one million two
hundred thousand dollars (SI, 200, 000) divided into

13 twolvo thousand (12,000) shares of ono hundred dollars
.($100) onoh, and on the 28th day of Oetobor, 1887,
caused to bo transferred to the said oompauy certain of
his patents and inventions relating to phonographs,
and rocoivod in payment thorofor the said twelve thou¬
sand (12,000) sharos of its capital stock, fully paid for,
a portion whoreof, to wit : lifteon hundred and fifty
(1560) sharos, your orator thereafter caused certifi¬
cates of stock to bo made out to the following porsons
and in the following quautitos :

14

Alfred O. Tate, Orange, N. J., 50 shares.

Samuel Insull, 44 Wall St., N. Y., City, 100 shares.

John C. Tomlinson, Droxol Building, N. Y. City, 160

Ezra T. Gilliland, Electric Club, N. Y. City, 300
sharos.

Josinh C. lloill’, 62 Exchange Place, N. Y. City, 50
shares.

Edward H. Johnson, 16 Broad St., N. Y. City, 250

15 sharos.

Frank IV. Toppan, Elootrio Club, N. Y. City, 50
sharos.

Richard N. Dyer, 40 Wall St., N. Y. City, 50 sharos.

Alfred K. Keller, 15 Prospeot St., Oraugo, N. J., 60
shares.

John Ott, Orange, N. J., 50 shares.

Charles Batchelor, Orango, N. J., 460 sharos.

That tho said certificates wero intended by your orator

16 to represent tho proportionate interests in the phono¬
graph enterprise, which it was the purpose of your
orator to give to tho persons above named, all of whom
wero friends or assistants of your orator whom lie wished
to compensate for their sorvico or frendliness in tho
manuor sot forth in the fourth paragraph of this bill of
complaint ; that the balance of said sharos, to wit :
ton thousand four hundred and fifty (10,450) shares
were evidenced by certificates in the name of your orator
and all of said certificates of stock, as well those is¬
sued to tho persons heroin named as those in tho name

of your orator, wero retained by your orator in his pos- 17
session until after the transactions hereinafter alleged.

8. That on or about tho 28th day of October, 1887,
a contrast hereinafter called tho “ Gilliland Agenoy
Contraot,” was entered into between tho said Edison
Phonograph Oompauy and the defondant Gilliland,
whoroby the said Gilliland was made the agont of the
said Company for tho salo of phonographs throughout
tho United Statos of America and Canada ; that a copy
of such contraot is annoxed hereto marked “ A," and is 18
mudo a part of this bill of complaint ; that tho said con¬
traot wus prepared by tho defendant Tomlinson, who at
all timos know tho nature thereof, and who fully knew
tho relations betweon defendant Gilliland and your
orator and tho nature of said Gilliland’s tenure of said
contraot and interest in tho same ns heroin alleged ;
that tho said contraot was made by the directors of tho
said Edison Phonograph Company at tho request of your
said orator, who was tho holder of almost the ontiro
capital stock of tho said company ; that no considera- 19
tion was paid by tho said Gilliland for the same ; that
no sales of phonographs wore over made by said Gilli¬
land under tho said contraot, and that tho said Gilliland,
in consideration of receiving said ooutraot from said
company, agreed to always hold the said contract
subject to tho pleasure of his principal, your orator;
that the relations betwooon your orator and the de¬
fendant Gillilaud wore of such a confidential char¬
acter as impressed upon each and evory transac¬
tion betweon them tho understanding and obligation 20
that tho defendant Gilliland should hold all rights
acquired by him subject to tho absoluto control
of your orator, and it was stated and agreed between
your orator and tho said Gilliluud that tho latter slionld
always muko and hold his contracts of like nature sub¬
ject to tho control of your orator ; that tho said Gilli¬
land agency contract while affording to the said Gilli¬
land by tho use of considerable capital to be supplied
by him and by care, industry and skill to be eiercised
by him, an opportunity to make a fair profit and com-

21 pousntion lor liis sorvioos, did not in any way impair
or injuriously affect tho value of tho capital stook of
the company or in any way transfer any part of the
value of said stock from tho holdors thoroof to said Gil¬
liland, and that tho said Gilliland ngonoy coutraot was
at no tiino nftor tho samo wns made worth ns much ns
$76,000, ns tho said Gilliland, Tomlinson nnd tho nom¬
inal purohnsor thoroof, hereinafter mentioned, Jesse H,
Lippincott, nt nil times well know.

22 0. That prior to tho month of May, 1888, your orator
sold and transferred unto ouo Mnry Homonwny, ono
hundred and fifty (160) shares of tho stock hold by him
for tho sum of twenty-two thousand two hundred dol¬
lars ($22,200).

10. That in or about month of May, 1888, tho do-
fondnuts, Gilliland and Tomlinson jointly agreed with
your orator and undertook, as tho ngonts and counsel
of your orator, to nogotiato and carry through the salo

28 of your orator’s stook in tho Edison Phouograph Com¬
pany ; that tho possibility of suoli salo wns suggested
to your orator by his said agents ; that your orator wns
rcluctnut to sell his stook in tho said company, but
that ho was persuaded by his said agents that an ad¬
vantageous sale could bo made by thorn ; that your
orator, therefore, authorized his said ngonts to enter upon
negotiations for tho snlo of the samo nnd to inoludo in
tho said negotiations all of tho stook then standing
in his nnmo, boing ton thousand three hundred (10,300)

24 shares and nil of tho stock for which certificates had
been issuod ns sot forth in tho sovonth paragraph of
this bill of complaint, boing fifteen hundred and fifty
(1,660) shares, tho aggregate of such shares boing
oloven thousnnd eight hundred and fifty (11,850) shares ;
that tho holders of tho certificates of stock named in
the sovonth paragraph of this bill of complaint prior to
tho termination of tho said negotiations duly transferred
tho said stock for which certificates had been issued in
their names to your orator, and tho title to tho said
stock was thereby fully and unconditionally vested in

your orator with full power of disposition of tho same 26
and that your orator's said ngonts, said Gilliland and
Tomlinson, thereafter succeeded in bringing about a
sale of tho stock owned ns nforosaid by your orator to
ono J osso H, Lippincott upon certain terms and condi¬
tions, all of wliioh will more fully and nt largo appear
in a written contract executed botwoon the said Lippin¬
cott and your orator on tho 28th day of July, 1888, a
copy whereof is hereto annexed, marked “ B," nnd in
certain other oontrnots tho provisions of which nro
hereinafter set forth. 26

11. That during the progress of tlio negotiations for
the snlo of said stock, said Gilliland undertook to sell as
an essential part thereof, tlio said Gilliland ngonoy con¬
tract, and, as your orator is informed and believes, said
Gilliland ngrood with said Tomlinson that if ho would
assist him, said Gilliland, in tho sole of such contract
he would give said Tomlinson thirty per centum in
amount of suoh property or money ns should bo real-'
ized therefor, and in consideration of such promise 27
said Tomlinson agreed to assist said Gillilnud in the
snlo thereof to said Lippincott, and thereupon said Gilli¬
land and Tomlinson negotiated with tho said Lippin¬
cott a salo or cancellation of the said Gilliland ngonoy
contraot, and includod the sale or cancellation of tho
same as a condition in the negotiations respecting a
salo of your orator’s said stock.

That tho said negotiations for tho sale of your
orator’s stook and tho salo or cancellation of said Gilli¬
land agency contract were carried on by tho said do- 28
fondants at tho same time, and the sale of both stock
and contract wore consummated on the samo day, and
were, in fnot, but a singlo transaction by which the
said Lippincott agreed, upon cortain terms set forth, in
tho said contract hereto annexed, marked “ B,” to pay
the sum of $760,000 to your orator for your orator’s
said stock unincumbered by tho said Gilliland agonoy
contract, as is hereinafter more particularly sot forth.

That tho said defendants upon negotiating and pro¬
curing tho sale of your orator’s said stock to said

nmi lrnucnises, without the encumbrances upon tin
company anil tho limitations upon its business opom
tion which woro created by and existed under said con
tract; and that tho snid Lippinoott uevorntany timi
desired or intondcd to purchase said agonoy contract 01
to hoop tho sanio in existence after his pnrohaso of suit
stock should ho accomplished, but, on tho contrary, do.
sired and intondcd to extinguish nnd cancel tho s'aim
38 and froo tho said company and snid stock from tho limi¬
tation nnd oncunibrnnco thoroof, and that accordingly
the said Lippincott never in any way actually liq„i-
dated tho value of said agonoy contract, or sot any price
or value upon tho snmo.

That your orator would liavo boon entirely willing
out of frsoiitlship to snid Gilliland, to havo a fair nscor-
tninmont made in some way, either by agreement or
arbitration, or otliorwiso, of tho netual value of said
□n “8?“0> “"‘"“t. «»d to have such value paid to said
38 Gilliland out of tho said sum of $750,000, although at
tho timo of such salo said Gilliland had invested no
capital, and had devoted little, if any, labor or skill in
tho business of carrying out said contract, and there¬
fore, any sum which might havo been so ascertained
anil paid would havo, in fact, been a gift from your
orator to said Gilliland.

conn T procured a largo part, to wit : over

$-.00,000 of tho actual valuo, prico and proceeds of tho
snle of said stock to bo nominally imputed to tho sni(l
agonoy contract, and to bo nominally considered as part
of the vnluo and price nnd proceeds of tho salo of the
stud contract.

That when tho said Gilliland nnd Tomlinson represent¬
ed to your orator, ns above mentioned, that said Gilliland
was to rocoivo stock in the said now compnny to bo or¬
ganized by snid Lippincott, which would not exceed in
value $75,000, your orator, although knowing well that
suoh stock of such cash valuo would bo a vory largo
price and compensation for tho salo or extinguishment
of said agonoy contract, yet consented that said Gilli¬
land should so receive tho same, moroly because ho fully
supposed that snid defendants had faithfully and hon¬
estly transacted the negotiation of the snle upon tho
terms aforesaid of your orator's snid stock, nnd that
>500,000 was the highest price that they had been nblo
° obtain for tho same, and your orator was willing
int of friendship and affection for snid Gilliland, to have
lira rocoivo a hnndsoino reward, oven far beyond what
io had earned.

12. That tho said Lippincott, ns your orator is in-
ormed and bolievos, paid ovor to the snid Gilliland tho
aid Bum of $250,000 in cash, ho, the snid Gilliland,
aviug exorcised his said option and having thereby
ecoived said sum in cash in lieu of tho said stock in
aid now company of said Lippincott in accordance
•ith his secret agreement with snid Lippincott horein-
eforo sot forth, and that tho said Gilliland and Tom-
nson thereupon shared nnd dividod tho said sum of
260,000 between them, although what shares or pro
ortionato parts of said sum they respectively received
our orator does not know.

That tho said Gilliland and Tomlinson, ns your orator
informed and believes, have, since the fraudulent
iqmsition by them of tho snid $250,000, expended and

, now llold> although your oratoi
does lot know and cam ot It m ithont tho aid ot this
Court, what such proporty consists of, or in what form
the said defendants now hold the said sum of S250 000
Winch they fraudulently diverted and obtained from
your orator in manner aforesaid j but your orator

S260nnn""d "IS18ts ?ml! iu "’lmtsoover form the said
;.2o0,000 nmy now bo, or however tho same maybe
invested, all property purchased by tho said Gilliland
3 1 ofS IrnZn • 0ltl‘° • °f “10m "'U1“ Part °£

the n hi trn I f 18 U°"’ h°ld by thom °1' 0110 °C

tiiom m trust for your orator.

■JVr!-n°,lU 0rato1' sll0ws ‘Hid charges that tho

vour m TV'COm!hlS011,by thoh'Bi'oss fraud upon
t ll';“" T 0f dllty ns th0 0°n f i d on tinl
agents and trustees of your orator in manner aforesaid
fo foitod a 1 right and claim of any kind which they or
o ti er of them otherwise might have 1 1 g , Bfc ,0 i
ointor for compensation for their services in negotiating
and odeoting the sale of said stock to said Lippincot®

duti- failed T “°OOUUt 0t SHOb fmud nnd Eolation of
ad ffilin °fTi n'13’fU0b comP°nsation, and tho
u Gill, land torfeitod all right to claim or retain

°f y°-' orator, while

HO was wholly ignorant of their said fraud and breach
if duty, and willing that ho should m

14

United States op America,

District of Now Jersey,

County of Essox,

Thomas A. Edison, being duly sworn, doposes mid
snys, ns follows : 1'lmt ho resides in the Town of
Orange, State of Now Jorsoy ; that he is tho complain¬
ant heroin ; that ho has road tho foregoing amended
bill of complaint and knows tho contents thereof ; that
tho same is true to his own knowledge, oxoopt as to
those matters thorein stated to bo alleged on informa¬
tion and belief, and that as to thoso mnttors ho believes
it to bo truo.

Subscribed and sworn to bo- '
foro mo this 25th day of
Octobor, 1889. 1

Tiiomas A. Edison.

John E. Randolph,

C1, s’] Notary Public,

Essex County,
State of Now Jersey.

15

“ A ” 57

Aoreement made this 28th day of Octobor, 180^> be¬
tween tho Edison Phonograph Company, a corporation
organized and existing under tho laws of tho gfcato of
Now Jorsoy, and hereinafter called the ■■ OomT?an)’>"
party of the first part, and Ezra T. Gilliland l,io
City and Stato of Now York, party of tho soou'tl PWt,

WnunEAS, tho Compnny, pursuant to a cortaiu- 00»-
traot made between it and Thomas A. Edison* and go
dated tho 28th day of Octobor, 1887, has honour^ pos¬
sessed for tho United States and Dominion 0f *,'1111.
ndn of all tho inventions of tho said Edison reJatlllfc'
to phonographs, ancl is entitled to roeeivo uny in¬
ventions or improvements ho may malto rolatinir f-koro-
to within five yours from tho date thereof, and h H10
snid Edison, has agreed to manufacture and doliver to
tho Company phonographs and the supplies noe^sslu')'
thorofor in such numbers and quantities ns inn„ pe ro-
quired, at actual cost of manufaoturo pf,(8 £<venty gg
Per centum cost of manufacture haying boon fiSo j txt the
aotual cost of labor and material and general oxp*33150 1
all of which will more fully appear from tho sniil
mont to which for greater particularity rotoroJjce js
hereby- made.

And whereas, the Company have decided not t°
phonographs to or to deal directly with tho general
public, but on tho contrary to make all tl,0ir snl«3
through one gonerul agent, nud to that ond avo (|0girous qq
of securing tho services of tho said Gilliland.

Now, THEREFORE, XT IS AGREED AS FOLLOWS :

First. The Company hereby constitutes ,U1(J ap.
points upon tho terms and conditions heroin nioutfcmwl,
tho said Ezra T. Crillilaud its general agont Icyf 11)0
sale of said phonographs and supplios in tl,0 jjp-itci
States of Amorioa and tho Dominion of Canada.* 01111
agrees that it will not sell, permit or authorize the Sl,1°

tho said phonographs and tho supplies tlioroin.snvo an
sojit tlnough tho said Gilliland or such sub-agents t
rsons as ho may appoint or omploy ; and furthor agree
furnish and supply to tho said Gilliland and such snl
cuts as ho may appoint, phonographs and snpplios i
3h numliors and quantities as may bo ordored by tli
d Gilliland from tho said Company, and as may b
piirod to moot tho gonoral domain! for tho sam<
d tho said Gilliland hereby recognizes and concede
1 validity of all pntonts now or horeaftor to b
nod by tho Company, and that they aro respoetivol
3d and valid pntonts for sevouteen yoars from tlioi
io, and ngroos that ho will not contest or dispute tli
no, and furthor ngroos that noithor ho nor his sub
mts will purchase any phonographs or snpplios snvi
m tho said Company, nor deal in any save snoli a
manufactured under tho authority of tho Company
y Violation of this clauso shall giro tho Company
i right, to terminate tho agoncy of tho porson so vio’
ng it.

iixo.ND. Tho pneo at which said articles shall bo do
11-od to the said Gilliland for salo shall bo fixod nf
ows : To tho actual cost thereof to tho said Com
|y, ns fixed in tho contract botwoon tho Company
tlio said Edison, lioroinboforo referred to, shall be
led twonty per centum of such cost to bo paid as
alty to tho said Edison. To tho total sum thus ob-
■cd, tho Company, ns profit to itself, shall bo allowed
uld thirty-hvo per centum thereof. The difference
woon this sum and tho price to bo charged tho pnb-
shall bo allowed and paid to tho said Gilliland and
8ut>-ugonts ns commissions, and to meet nil tho ox-
sos of soiling and introducing tho article aforesaid!
teou per centum of tho cost of such ! I on i , rph ,
supplies to tho said Gilliland ho is to bo allowed
'orsounlly retain ns compensation for his sorvices,
to moot his expense as gonoral agont. The diffor-
3 between such cost, plus fifteen per centum allowed
as aforesaid and tho price at which said phono-
'S ,uul 8"PPll0s aro to bo sold to tho public shall

feu w cumponsftto nnti uofmy tho expenses of the chile,
out sub-agents to bo appointed by tho said Gill
land or tho Company throughout tho U. f
and Canada. Said Gilliland shall bo personal!
responsible for tho payment to tho Company fo
nil phonographs and supplies dolivored to liii
or his sub-ngonts by his direction, and shall pay o
enuso to bo paid to tho Company th o price tliorec
within thirty days after tho shipment from tho factory

Tiurd. Tho prico to bo charged tho public for phono
graphs and supplies shall bo fixed, in tho first instance
by tho Company at $85 for onoh phonograph and fo
snpplios, at a prico obtained by adding to tho cost o
such supplies to tho said Gilliland and tho profit to hi
allowed him, twonty-fivo per annum of the total o
such oost and tho profit, and no departure shall b<
made therefrom, but on tho contrary, such pricos shall
bo uniformly maintained, unless modified ns heroinaftoi
provided. Should tho said Gilliland or tho company
at nny time bo of tho opinion that tho salo of phono¬
graphs would bo increased or tho profits to tho com¬
pany or its agents enlarged by tho modification of the
prices as originally fixed or as subseoueutlv altered

ill in no way reduce tho profit to tlie company
•oin iiiontiouod, nor the commission or componsal
tho said Gilliland, but shall bo deducted from
counts to bo allowed to bo made by bis or the ci
iy’s sub-agents.

i’ouimi. Tlio said Gilliland agrees to dovoto
o and energies to the introduction and snlo of tlio
1 phonographs, and to moot or cause to be mot all
louses and obargos incurrod or to bo incurred '
cting such snlo, or uoeossnry to tho promot
roof, and shall always keop on hand a snilioi
ebor of phonographs nud a sufficient amount of si
is to moot tho requirements of his business. Wit!
year from tho time when tho company is rendy
vor to tlio said Gilliland phonographs capablo
adapted to gonornl uso, in such quantities os lr
■oquired by him to meet tlio demands of said bn
i, ho will appoint in tho capital of each State or,
oleetion, in such city in oncli Statons has thelnrgi
illation, or is tho best commercial contra, a
in Montreal and Toronto in tho Dominion
adn, agents for tlio sale of said phonographs, whi
! required to carry
s to moot tho doman
nd to employ a suificic
■ly develop tho bnsinc

>ua agencies to no established by tho said Gil- 73
liland, with a statement of the territories to bo included ?
by said agoncios, rospectivoly, and tlio estimated num¬
ber of phonographs to bo sold by or through such

S°Tt,TWr' 0110 3’ear from such

timo as tho Company is ready and able to supply
and ngonts respectively .t! o coal nstn-
meuts. And all contracts mado by said Gilliland
with ngonts to bo appointed for tho territories men¬
tioned i„ said exhibit, shall provide that in oaso '
within said yoar such agents, or any of thorn, fail to sell 74
Within said territories, rospectivoly, tho number of
phonographs so estimated should bo sold, tho Company
shall have the right, through said Gilliland, to terminate
and cancel such agencies making such failure, and
should tlio said Gilliland through all his sub-agents in tho
Umtod States and tho Dominion of Canada within said
year, sell less than seventy-fivo per centum of tho total
number of phonographs so estimated should bo sold in
the entire United Statos of Amoriea and the Dominion
of Canada, in tho said exhibit, tho Company shall have 75
tho right to terminate and canool his general agency
and to appoint another general agent. Tho coinpany
will not, howovor, oxoroiso tho right to tormiunto either
the general ngoncy of tlio said Gilliland or tho agencies
of his sub-agouts for any such failure, if they nre° satis¬
fied that such failuro has not boon duo to any neglect or
want of proper effort 011 tho part of said Gilliland or
snob sub-ngent, but is owing to causes over which tho
said Gilliland or his ngonts have 110 control, such ns
want of domnnd for or utility of tho said phonograph, 7G
and the Company shall have no right or power to term¬
inate tho agency of the said Gilliland or any of his
sub-agents provided any such failuro has been duo to
tho inability on tho part of tho Company to moot the
orders of the said Gilliland or of his said sub-agents.

Seth. After tho expiration of said year, tho said Gilli¬
land and the Company shall decide upon the number of
phonographs which for the ousuing yoar should he

year bo sold within tho entire U. S. and tho Dominion of
Canada. In estimating suoli number tlioro shall be
takon into consideration tho sales made for tho provious
year, and tho gonoral favor with which said pho¬
nographs lmvo boon received, and tho demand for tho
same. In case tho parties hereto aro unable to ngroo
upon either tho total number of snlos which, for tho
ensuing year should bo made in tbo entire U. S. and

78 Canada, or tiio number of sales which slionld bo mado
by tho different sub-agents in their respective terri¬
tories, each of the parties hereto shall select one arbi¬
trator and those two a third, to whom those questions
shall bo 'submitted for decision, and their decision upon
tho snmo shall bo final and binding upon tho parties
hereto, and such sub-agent? ns have boon appointed by
the parties of tho second part. Wlion sncli amounts
have boon so agreed upon or fixed as aforesaid, the said
Gilliland shall require of each of his sub-agents, ns a

79 condition for tho coutmuauco of their ngoncy, thnt thoy
shall soli within tho coming year, within their respec-

21

graphs roquired to bo sold by him yearly aro so 81
sold and so long ns ho shall pay and continue to pay
for all phonographs delivered to him or to others by
his direction, ns horoinboforo provided. Should ho fail
so to do, then tho company upon sixty days’ liotico in
writing to him, may terminate and cnncol his gonoral
ngoncy. Ho shall hnvo full powor to appoint and
remove all sub-agents, and shall determine and nllot
their territory, but if any territory bo allotted different
from tho allotment mode in Exhibit A, hereunto
annexed, tho Company shall hnvo tho right to dotermino gg
tho number of phonographs to bo sold within such
territory, and, having so determined, all tho provisions
of this agreement as to sales within defined territory
slinll apply to tho territory so modified. In case any
sub-agents appointed by tho said Gilliland do not sell
tho uumbor of instruments lioroby required to bo sold
within their territory tho Company, in the first in¬
stance, in order to preserve proper control by the said
Gilliland over his sub-ngonts shall, in caso they desire the
removal of snob snb-ngonts and tho cancellation of gg
their ngoncics, request tho said Gilliland to so remove
such agent and cnucol such agency. In caso tho said
Gilliland fails so to do within thirty days nftor such
request, tho Company shall hnvo tho right mid powor
to romovo such sub-agent and to doinnud of said Gilliland
thnt another agont bo appointed in • liis stood ; and
should tho said Gilliland within sixty days fail to appoint
such now agent, tho company shall lmvo tho right and
authority so to do. Such sub-ngouts ns do sell within
thoir territory tho number required ns horoin provided gj.
to bo sold by them, tho Company shall have no right or
authority to removo or request or demand the removal
thereof.

Eioutii. Should tho gonoral agency of tho said Gilli¬
land bo terminated nt any timo pursuant to tho pro¬
visions of this ngroomont, or in case of its termina¬
tion by his doutli, tho Company shall pay to the
said Gilliland or his porsonnl representatives such an
amount ns would properly represent tho value

tI,aih'St >’'“'tia«- inventor
tn ml i lf n " I1 "°'Vn nS tho l’>‘°iiogmpli, an in-
H mbl° oE1rccor(,i"«ft,l<1 ^producing sound
nd articulate speech «„d adapted and designed for

.Trans naleT0irilln t!’0-808' "P°" wUnh invo“tiol> »»-

WnEnEAs.

101 Phonograph Company and tlie said Edison Phonograpli
Works,

And wheheas, tlio party of tlio second part is desirous
of causing tlio formation of a corporation which shall
wlion formed acquire and possess the necessary author¬
ity to oxploit and introduce commercially the said pho¬
nograph, ns well ns a contain other instrument known as
the “ Graphophouo,” and which shall in fact ongage in
tho introduction and exploitation thereof.

102

NOW, IT IS AOllEED AS HOLLOWS 1

Eihst. Tlio pnrty of tho second part ngroos to buy
from tho party of tho first part, and tho party of tho
first part ngroos to sell and deliver to him, tho entire
capital stock of tho said Edison Phonograph Co., ex¬
cepting 180 shares, for fivo hundred thousand dollars
($500,000).

Such stock shall bo delivered and paid for, as fol-
103 lows:

On July 13 1888 ten thousand dollar's ($10,000) shall
bo paid to tho said Edison by tho said Lippiucott.
On Soptoinbor 1st, 1888, one hundred and fifteen thou¬
sand dollars ($115,000); on October 1st, 1888, one hun¬
dred and twenty-five thousand dollars ($125,000); and
on November 1, 1888, two hundred and fifty thousand
dollars ($250,000) shall bo paid to tho said Edison.

On July 13th, 1888, certificates representing the
ontiro capital stock of tho said Edison Phonograph Co.,
101 less 150 shares shall be delivered to tho Garfield Safo
Deposit Co., ns trustee, with written instructions to de¬
liver the same to tho said party of the second part,
when tho provisions of this contract, ns to the payment
of tho entire fivo hundred thousand dollars and tho exe¬
cution of the contract hereinafter mentioned, luivo beou
complied with.

The 150 shares horoinbeforo roforrod to which the
pnrty of tho first part cannot agroo to sell or deliver,
was previously sold to Mrs. Mary Homenway of Boston,
Mass., for $22,500, and is now owned by her. From

tho moneys coming to him tho pnrty of tho first part 105
will rosorvo tho sum of $22,600, with which to buy back
said stook, and will uso his best endeavors to buy baok
the samo at that sum, and in ease ho succeeds will
transfer and assign tho samo to tho party of tho second
part, or tho part)’ of tho second part may retain from
tho $500,000 to bo paid ns aforesaid, tho sum of $22,500
upon his agreeing to himself buy said stock, or to
protoot tho intorost of tho said Mary llomonway in
somo other mnnuor and hold tho party of tlio first part
and tho Edison Phonograph Co. harmless from nny 10G
claim to bo made by her.

Second : Tho party of tho second part shall within
twonty days from the execution thereof form or cause
to bo formed a corporation to bo cnllod tho “ American
Phonograph Company,” wliioli corporation shall engage
in the business of exploiting and introducing the phono¬
graph commercially.

Tiiiiid : Within thirty days from the formation of tho 107
said Amorienn Phonograph Co., tho agreement between
tho said Edison Phonograph Co. and tho said Edison
and tho said Edison Phono. Works and tho snid Edison
shall be so modified, and the said company shall
severally take such notion as may be necessary as to
admit of tho making of certain contracts botweon the
snid Edison and tho said American Phonograph Com¬
pany, and tlio said Edison Phonograph Works and the
American Phonograph Co., in the form and containing
tho provisions of the contracts hereunto annexed and 108
marked respectively “Contract between Edison and
tho Am. Phonograph Co.,” and “ Contract between the
Edison Phonograph Works and tho Am. Phonograph
Co.,” and said contracts in snoli form and containing
such provisions and no others shall within said thirty
days be executed by the parties tljeToto.

Fomti’n : The consideration to tho said Edison for the
execution of this contract is both the payment of

109 $500,000 ns above provided, nnd tho execution by tho
Am. Phono. Co. ot tho contracts heroin reform! to.

In cnso dofunlt should bo mado in any payment ns
and when tho same is by tho provisions hereof required
to bo mado, and such default shall continuo for
ton days or in ouso tho Am. Phonograph Company
should fail or rofuso to oxocuto tho said contract or
oithor of thorn, then each party shnll bo discharged
from further obligations hereunder and tho Garliold
Safe Deposit Co., Trustco, shall dolivor to the party
HO of tho second part one share of stock of tho Edison
Phonograph Company for ovory one hundred dollars
that has boon paid to the said Edison and shnll
dolivor tho bnlanco of said stock to tho said Edison.

If it should happen that oither or both contracts to
bo oxccutod by tho Am. Phono. Co. linvo been actually
oxoonted by tho parties thereto at tho timo any dofault
bo made in paymonts lieroundor, said contracts so
executed shall bo considered null mid void.

HI Fifth : Tho party of tho second part further agrees
that he will purchase so far as ho is able tho entire
capital stock of the Edison Speaking Phonograph Co.,
and save tho party of tho first part harmless from
any claim or claims that may bo made by said Company
or any of its stockholders against him ; nnd tho said
Edison agrees upon all tho provisions of this contract
having been carried out to transfer and assign all his
rights, title nnd interest in and to 1,200 slinros of the
stock of tho said Edison Sponking Phonograph Co.,
112 now owned by him, to the said party of tho
second part, nnd to procure from Chns. Batchelor an
assignment to said party of tho socond part of tho five
shares of tho stock of said Compnny owned by said
Batchelor.

In witness wiieiieof, tho parties horeto have sot
their hands and seals tho day nnd year first above
written.

Thomas A. Edison. [l. b.]
Jesse H. Iiimtncott. [l. s.]

Witness :

Jno. O. Tomlinson.

Contract Between Edison and the Ameihoan 113
Phonograph Co.

party of tho second part.

Whereas, tho party of tho socond part hns boon
organized with tho view of exploiting and introducing
commercially tho phonograph nnd hns acquired tho
necessary rights and authority so to do nnd lias also
acquired tho right to exploit and introduce an instru¬
ment known ns tho “ Graphophono," nnd

114

WnEREAS, the said company possessing tho right to
introduce both instruments intend placing each upon
the market, leaving to the public tho right to make
their own selection in buying or renting instruments. US

Now it is Agreed as Follows :

First. Tho phonograph shall be put upon the
market undor tho name of tho phonograph. Tho in¬
strument known as tho graphophono shall bo put upon
the market ns tho " Phonograph-Graphophone.” The
company shnll do its utmost to introduce both instru¬
ments and shall in 110 way press the introduction of
one at the expense of tho other nor permit or allow its 116
officers, agents or employees to favor one more than
the other.

Second. The price to the publio for oither purchase
or rental of oncli instrument complete, including cylin¬
ders capable of recording tho same number of words,
moans for driving the instrument, whether by eloctric
motor, clockwork or foot power, or otherwise, shnll be
tho same, and tho discounts nnd commissions in soiling

botwcon tho said Edison and Josso H. Lippmcott, <1
tlio 28th day of Jnno, 1888, have boon or will bo
riod out. In case tlio said Lippincott should fni
pay to tho said Edison tho $500,000 ns in said con
provided, or in cnso of tho fnilnro on tho part of
American Phonograph Co. to oxecnto tlio contract
tho Edison Phonograph Works, as in said contract
vided, this contract shnll bo mill and void.

In witness whereof, tlio pnrtios lioroto have
120 tlioir hands and seals the day nnd voar first al
writton.

Aoueement made this day of

127 1888, by and botwcon tho American Phonograph C
puny, a corporation organized and existing under
laws of tho State of party of

first part, nnd tho Edison Phonograph Works, a
porntiou organized and existing under tho laws of
State of Now Jersey, party of tho second part.

Second. Tlio party of the first part does not poss
tho right to authorize tho manufacture of the Plioi
graph-Grnpliophone, but it agrees that it will obtain l'r
tho person possessing such authority tho privilege
permitting party of tho second part at to all times es
mate on the manufacture of said Phouograph-Grnpl
phono, nnd if its bids are no higher than the bona J
bids of other reputable manufacturing ostnblishmoi
now in business that tho manufacture of said Phot
jrnph-Graphophone shnll bo given to tho party of i
second part. Tho party of tho first part further ngr<

"•'s.T

34

133 shall bo biuding upon tho party of tlio second part and
it shall procuro snob spooial tools aud maohiuory and
and adopt snob methods and obtain sucli faoilitios as
said Board shall roeommond.

Pouirril.Tlio party of tbo sooond part is to bo al¬
lowed and contemplates manufacturing tbo phonograph
for oxport, but tbo orders of tbo party of tho first part
shall liavo proferonco over orders for shipment to other
foreign countries. Tho party of tbo second part shall

134 hoop its facilities for mnnnfacturo up to tho reasonable
demands upon it, and will not manufacture phonographs
and supplies for use wliithiu tho TJuitod States and
Canada for parties other than the Am. . Phonograph
Co.

• Firm. This contract is predicted upon tho assump¬
tion that all tho provisions of a contract ontored into
botwcon tho sajd Edison and Jessee H. Lippincott,
dated tho 28tli day of June, 1888, liavo boon, or will bo

135 carried out. In case tbo said Lippincott should fail to
pay tho said Edison tho $500,000 as in said contract
provided or in ''case of tho failure on the part of tbo
Amoricau Phonograph Co. to execute the contract with
tho said Edison' as in said contract provided, this con¬
tract shall bo mill and void.

In witness whereof tho partios hereto have set tboir
bands and souls tho day and year first abovo written.

&

•y •

4

| [26392J

13G

[ATTACHMENT]

DEPARTMENT OF SCIENCE AND ART
OF THE COMMITTEE OF COUNCIL ON EDUCATION.

•I. Whilst every euro is tnl
bltion, or deposited on npprov,
(following the rule of tho Itoyi

fi. No object can bo rocoivod on npprovnl for purchnso
unless tho prico bo immed boforo or on delivery ; nnd it is
to be understood that tho Museum has tho first right of
making a purchaso at any tiino within tho poriod for which

G. Photographs, copies, or casts aro made of such loans
ns may bo usoful for instruction in Sohools of Art, unless
tho londor object in writing. Two copies of each photo* ,
graph aro sent to tho londor. Permission to copy or
photography objects on Joan is not granted to private

submitted for purchnso are liable to bo photographed solely
for official purposes nnd not for sale, unless an objection in
writing bo made by tho proprietor at tho tiino of the delivery
of tho objocts. When photographs aro taken, two copies will
be given to tho proprietor of tho object photographed.

Department of Science and Art, London, S.W.

tfiOi&nv of _ I

T am directed to inform you of the receipt of flS/f

Mr. XX- f f If 3 ftd-u/iwarfX SaXnt

of

S~ tf'heJMjTCL/t-b of Jl/lf

JlA.'LiStXo oet /Xi. ja/Yo> CxXcXofaho
%rf-<ujL<L f~ M.i£L/asrj
3t/n.fri& ty’/um.o-tjr
$~(srs-fr Of’&motj -rajlX.

facLt/lxnv out' Uj, S\ -XcXo/uny.

X&(fl{jLeJn* of ^-itTKo^jra^X o/aMtwLj fyajty.

and to state that a further communication will he. sent to you in due ct

ft- £cLO)CTA/

CQtfryuji-

It-S.#.

fiHF-Wi)

[ENCLOSURE]

[ENCLOSURE]

Hew York City, floe. 27th, 1889 .

Messrs. Rail -man $ Ealimnan:

Gentleman :

Ra 35di uon United Phonograph Oorap any. Touching

the organization or this Company and the contractu to bo
drawn, wo bop to submit. the- fnllowinr for pour consider¬
ation:

U) Opinion of Raton •?: T.owl a on the nuestion
of which ia the beat State wherein to organize this pro¬
posed Company. -?e recommend that the Company bo organ¬
ised under tho law a of the State of Pew Jersey . This
opinio; is contained in envelope No. 1.

(2) Certificate of. Incorporation, Wo enclose
in envelope; No. |, tjlplloctgf milled copies of proposed "
Certificate of Incorporation.

(3) Proposed Edison-sour- v.rt Awroor.jont of Janu-

RJ,y > J-t'-'O. >7,3 enclose in envelope "u. tri¬

plicate printed proof of this nrr--oimmr..' It is intrud¬
ed that this n.yrosrrienl should transfer bach to Mr. u(li_
son all that ho originally assigned to Col, Gouraud by
agreement of October 1-1, 1SCS7. Anna -ed to this ,ri.a.>-
mont are tho following Exhibits:

Exhibit A. Edi son-Pouraud Agreement of Octo¬
ber 1-1, iaav . Wo enclose in envelope Mo. 4 t.hreo
printed copies of this agreement. A for unimport¬
ant printer's mistakes have yet to bo corrected in
those copies.

Exhibit R. List of "Existing Agreements" .

Tliis list is to bo prepared by Col. Pouraud, and is
not yet ready.

Exhibit 0. Proposed agreement between Mr. Ed¬
ison end. Edison United Phonograph Company. This
ia tho same document as is roferred to below in !'oo-
tion ;’o.(4).

(4> ’Voposort agreement between Mr. Edison and
Edison United Phonograph Company, assigning Patents and
inventions, dated January , 1800 . V’e oncloso in

envelop o Mo. 5 three printed copies of this document.

Two changes hnvn yet. to be added to this agreement as now
dr avm, vis: (a) A statement that part of the considera¬
tion paid to Mr. Edison is fully paid Stock in the United
Co. to the amount of $500,000 (a similar consideration is
to bo inserted in tho agreement between Tho International
Co. and the United Co. mentioned below in Pec. (5), and
Co) A provision that whenever local rights are sold, tho
cash and stock roceivablo therefor by the Uni tod Co.,
shall be immediately distributed among the shareholrte ro
United Co. Touching the Exhibits to bo annexed

[ENCLOSURE]

I

Exhibit A. List of Patents and Existing Ap¬
plications. This is in course of preparation but
will not bo ready for several days.

Exhibit P. List of Exi still,”' Agreements .

This will !•:; the sc;,-: document as Exhibit F men¬
tioned in the next preceding Lection hereof, with
tho addition of an / rr ument between Mr. Edison and
r’rnsnr ho., relating to Chinn and Japan, also with
the addition of the proposed Agreement • • i* Mr. Edi¬
son with hoi . Couraud mentioned in Leo. do. (3)
above, together with the Ed: son-Oouraurt Agreement
of October 14, 168V. So far as now know, this
list can be made complete in a few days.

Exhibit 0. This License Agreement between
the United do. and flu Edison Phonograph '"orbs, is
Use same document as is mentioned below in Roc. "o .
(u).

(ft) Proposed A i.-r is p.t between The Interna¬
tional Company and Edison United Phonograph Company.

This Agreement is not yet drawn. It will bo substantial
ly the sremi as the agreement between Mr. Edison and the
United Co., mentioned above in Roc. Uo. 4. In due time,
that agreement can be easily altered and adapted to tho
International Co. Meantime, v/e sve-gast that you prcpa.ro
(a) List of Patents and Existing Applications belonging
to tho International Co., and (b) List of Existing
Agreements, if any. Those two lists should be attached
to this proposed Agreement with the International Co. as
Exhibits, corrc- spending to similar lists attached to tho
above mentioned agreement between Mr. Edison and the
United Co.

(ft) Proposed License Aftroomoht to manufacture,
dated January , 1830, between tho Unit*! Co. arid Edi¬
son Phonograph Works. A complete list of Patents is to
be attached to this afro emoht, marked Exhibit A. That
list cannot be prepared until tho corresponding lists of the
Edison contract and the International contract are pre¬
pared. V/e enclose throe printed copies of this proposed

agrooment in envelope !!o.{0).

(7) Proposed agreement botv/een Ur. Edison and
Messrs . J. (?_■ v\ r.elifman Si Co., or such other party in
their stead, as you may designate. This Agreement is to
provide that the Cup it :'J. Stock Of tho Edison Phonograph
Works shall be at once increased from $300,000, its pres¬
ent capital, to $000,000. Touching this increase, Fifty-
two percent tin thereof is to bo given to Mr. .Edison, ac¬
cording to the Third Lection of the existing agreement !
between Mr. Edison and Edison Phonograph Works, dated
May 12, 1888, a copy of which is enclosed in envelope
Ko . 10, and mentioned below in subdivision (e) of Bee.

Mo. (8). The remainder of tho increase, $144,000, is to
be subscribed for by Messrs. J. & VV. Seligjnan & Co., and
they are to be credited on account of this subscription,
v/ith $75,000, that being the amount expended up to dat8

[ENCLOSURE]

I

__ ' A-°tion with manufacturing graphophone a, including
coot °f nil tool » and machinery, also rraphophonos and
ia‘ t,J t-,-u 'ia* on hctnd, and the cost of a rulonso of Tho
In^.-rnafionnl Company's lease of Colt's Factory. Tills
ariMoiMon t is further to provide that Mr. Edison will" -r-
rano... fo,. the Edison Phonograph Works to assume control
of the fac,ory at Hartford. The 7!oard of Directors of
r..n; ,orks shall consist of five members, throe to bo se-
,tfcu...c by Mr. Edison, and two by the Graphophone flompany.

Inasmuch as you are mors familiar with the
tv o°P n'fttora than w« are, we surest 'that you draw
tna above contract, and submit it to us. , Perhaps you
nwv think it wise to introduco one or more Trustees' as
parties to this proposed contract. But we leave that
question to you, and shall await the receipt of a con¬
tract to bo drawn by you ns aforesaid.

ff] .Re SdiBon Phonograph Works. Assuming
-v i ’ *°‘l ' W18h t0 knw »hat rights to manufacture th«
.ell son : Monograph Works now has, wo submit the following
contracts for your information: !°ilo./inA

(a) Agreement by Mr. Edison with Edison Phono -
rraph vpmpany, October 23, 1887. v/e enclose few ^
wpioahof this agreement in envelope r-fo. 7.

(b) Agreement of October 1, 1387, made by Mr.

of lth? .Wlth m™** Ja0lluos- vfG onoloso one copy
of this agreement in envelope Mo. 8. This apree-
mant is referred to in the fourth section of the
agreement of October 28, 1887, just mentioned above.

(ej The said agreement of October 28, 1887
ivH«nn m*1?* section, to a contract between

or notow T™ That COntraet is agreement
of Ootobti li, 188 1 , contained in envelope Mo. 4,
mentioned above in Sec. (3), as Exhibit A. *

(tl) The said agreement of October 28, 1887

reiers in its sixth section, to an agreement made

by r.di son with Cheover, dated June 30, 1878 this

contract is believed to have expired. Wo enclose
one copy of it in envelope Mo. 9.

(o) Agreement of Mr. Edison with Edison Phono-
-raP?di°onS’ dafc0d;,ay ia> 1888 • By this agreement
£' i? tha Works the ^fht to manu-

gra™ed t0 him hy his aforesaid agreement
with Edison Phonograph Company of October 28, 1887.

n0t certain whether the said Edison Phono-
p-aph Company has ever formally consented to this
transfer of Mr. Edison's right to manufacture, to I
the Works. To remove doubt, wo will prepare and
have executed ^document giving tho said formal con- i
sent . *)* fl&yvmJr ftoy/j., J* ,(r ;

(f) Till sa'id agreement of V ray- 12, 1888, iust
mentioned, speaks of "contracts" with Oouraud. This I
+> an nnljr one contract v/as ever executed,

t.mt of October 14, 1887, contained in envelope u0, i
*■ “ WBB intondod to split this contract into two 1

new ones, one for Great Britain, etc., and tho other j

[ENCLOSURE]

for the rest of tlio world, but that was novor done.

The 4th .Section of the said agreement 0f
flay 12, lHtSU, provides for certain Trusted Stock .
Having ascertained that this Trust Agreement v/aa
novor made, wo have prepared such an agreement, end
it is now before the Mercantile Trust Company, pro-
posed Trustee, for its approval. When thov approv-
It wo oan supply you. with a copy. It is substan¬
tially the uame as the said fourth section.

_ (h) You have naked us for a Statement of tho
Business of .Edison Phonograph ’-'forks. V,re have this
clato written to Mr. Insuli asking him to prepare
Uiis Statement, and will send it to you when w> re¬
ceive it.

(i) Poiu* agreements dated August (5, lidfiD, have
been made relating to dolls or toy fivuros for the
omuoomenfc of ohildren, as follows:

(1) :’.r, Mi son with Edison Phonograph Toy
Manufacturing Company;

(2) .Edison Phonograph Company with E, P. T.f.'j'f

^ horth American Phonograph Company v/ith

»• 1 • T • M f g. Co.

T* Co. v/ith Edison Phonograph

’forks. - 1

One copy of each of 'these four agreements is
enclosed in envelope Mo. 11,

(k) Touching clocks, which have always been
to“t»?» -n r11 fh°no?::lt'aph extracts, we’ are unable
bL?\ in f" Adl!:on 8 absat>eo, what, agreements
have bo,n made. . Put it is distinctly understood
.dial clocks are to bo reserved.

.1) Tii ere are a number of contracts to WM-«v.

Coit'ir ipPinoott u?d the American Phonograph

Company are parties, but we suppose it is nd t nee
!“r‘° •!»•“*» ***« with reference to'

l’ *' . thfy d0 not boar immediately upon tho sub-
jeet no ;7 to bo considered.

,,, „ . (9) Ke ^y-baws for the United Co. v.'e are

inTe Ume S9Vf By-I,aWS‘ wil1 8»b«*it them to you
Jrll. . ?Jl0y tu‘° t0 contain a provision that all
sale of i Say °aSh in 8too3t» rocelvod for the

«io% Lib ^ rleh ; ar® to bo ^'mediately divided among
LinL SL ’13- Pl'°bably thei’e a™ some especial ’
L y0U mxa& lika to have covered in the By-
- If !io« pJ-0£U3° favor as with a statement of thorn.

(10) Board of Directors of the United Co. It
is understood that the Board is to consist of nine inein-
four’hfrLL be,.nf"ed by the (’raPhophone Company, and
Jo be . 'w n Knd nOUraud> 0X1(1 the ninth member

oo be selected by mutual consent.

Hoping you will find tho above satisfactory,
we remaini°U 'VU1 b9 abl° %° U early attention,

'tf

(fyoMM . (^Um/

3£T

LI O' '.USE AOREEMEHT made this c 0 f day or

Eo comb or , If’ 89 , by and between TH0IM5 A.- EDISON, of
Llewellyn Par]:;, State of Haw Jersey, party of tho first
puinjt-.nit A, Pi . DI OK oOiVaVJIY, a c or po rat i on organiaod
and existing Wider and by virtue of tho laws of the
Stato of Illinois, and having; its principal place of busi¬
ness in the City of Chicago, in said Stato, party of tho
second part,

WIGRRAO tho said party of tho first part io
tho inventor of an improvement in preparing autographic
stencils for printing, for which letters Patent of tho
United States wore grantod to him, dated February 17th,, 13U0
and numbered 324, Ud5; and

YflHKEAS the said party of tho second part,
by a certain ugro event, dated tho 27th. day of Juno, 18 37, •
made by and: between tho said party of the first part and
the said party of tho second part* tho said party of tho
second part has acquired an exclusive liconse to mn-
uf nature and to grant to others tho right to manufacture
apparatus for preparing autographic stencils for printing,
containing and embodying tho said - invent ien and improve¬
ment covered by tho caid Letters Patent Ho. 324,005, and
to coll and to grant to others the right to' cell tho
same within the United States, but no* for export to for-

(1)

oign countries, subject to the terms and conditions in
said contract more -fully sot forth, refer one a to which is
hereby made for creator particularity; and

tnintUSAS the said party of the second part
now desires to obtain from the said party of tho first part
a lieonso under tho for ego in;; patent to maimfac-tvire and to
grant to others the right to manufacture in the United
Staton for export , vt go and consumption in foreign c can trios,
apparatus for preparing autographic stencils ibr printing,
and parts thereof, containing and embodying the said inven¬
tion and improvement covered by the said Letters Patent
Ho. 224, (SOD, and tho said party of the first port is
willing to grant such license upon tho terms and condi¬
tions hereinafter not forth:

11017, 'Jfi njEijFOiffi , it is agreod by and between
tho parties hereto, as follows:

FIRST, in consideration of the sum of one
dollar to the cai d party of the first part in hand paid
by the said party of the second part, the receipt whereof
is hereby acknowledged, and of tho further consideration
of the mutual premises hereinafter made, tho said party
of the first part agrees to grant and hereby does grant
unto tho said party of tho second part tho sole and exclu¬
sive right and license to manufacture and to lieonso others
to manufacture within the United States for export, use and
consumption in foreign countries, apparatus for propar-

' !

autographic atone ile for pr hi ting, containing and embody.
%a& te'9 raid invention and improvement covered by said
Letters Patent 'To. 32-? ,605, for and during the term of
tho Paid lottora Patent.

SECOIID. In conaidoration of tlio foregoing,
t3io oaid party of tho second part horeby agrees to pay to
tlio said party of tho first part, as a royalty, tho sum of
five contG for ouch and overy apocimon of tho oaid appara¬
tus iuado and oxportod by it or its license os, in ijursuanco
horoof, for use and consumption in countries other than tho
Unitod States, tho said royalty to bo payable on the 15th
days of January , April, July and Octobor in each and every
yoar during tho continuance of tliis agroaaont.

THIRD. Tho said party of the second part
fui'tJior agrees to pay to tho oaid party of tho first part
as a license foo,five per cent, of tho selling price of all
parts of apparatus made, export ed; and sold, by it or its
licensees, for tho ronov/al of apparatus previously exported
and sold, pursuant to the terms and provisions of this
agro a.ient ,

SWIRTH. On tho Baid 15th days of January,
April, July and October, in each and every yoar, tho said
party of tho second part ugroeo to make a full and true
statement to tho: maid party of tho first pert of all ap¬
paratus made and exported by it, in iiurcuanco of the terms
hereof, containing and embodying tho invention and improve- :

' I

monfc covered by said Lett ora Putonfc Ho. 224,0 35, and fur-
thor aero os that it will hoop and cause to bo kept , full
and accurate books of account, show ing tic numb or of arti¬
cles containing aM ornbodyinG tho said invontion and im¬
provement mudo and exported horo under, and all such bo dee
of ac comat, together with all contracts and other doc¬
uments relating to the aforesaid cub j oc t matter and ap¬
pertaining to the (luostion of determining tho arfount of
royalty to bo paid tho said party of tho first pert here¬
under, obeli alv/ays bo open to tho inspection of tic said
party of tho first part, or his authorized agent.

And the said party of .tho second part further
ogrooc to notify tho said patty of tho first part of each
and every liconsO that it shall grant under this contract
within ton days alter tlic granting thereof,

FIFTH. The said party of tho soednd part hore-
by agrees that it will not organize or oauso to bo organ¬
ized in any country other tloon the United States, any cor¬
poration or corporations, company or companies, for the con¬
duct or exploitation of tho business car rial on by tic said
party of tho second part in tho manufacture and solo of
apparatus containing and embodying the said invention and
improvement covered by said Letters Patent IIo. 324,665,
or parts thereof , without first obtaining tho writ ton
consent of tho party of tho first part,’

SIXTH. Should the said party of tho second

(4)

part violate any oi‘ the provisions oi’ tljits cant mot urd
continue to do so after notice in writing thereof from
the said party of tho firot part, then tto entire tight and
licorice hereby grant od shall ipso facto couoe.and all
righto granted hereunder shall revert to the party of
the first part,

IN WITHES S WFIRROJ? tho said party of tho
first part ha a hereunto sot his hand and seal, and the
said party of tho socond port has caused its corporate
hano to bo hereunto subscribed and its corporate coal,
to bo horouhto affixed, on the day and year first abovo
vmitton.

(5)

[ATTACHMENT]

Robert Gilliland, deceased.

I received a ahenk for $90. S2 payable to the Gilliland Estate
which I got oashed yesterday without knowing hhat you olaimed this was
for. I am shown to-day a reoeipt , dated May 7th, in which you claim

that this is for final raimograph royalty.

it seems to me without question.

The patent under whiojt Mr. Gilli¬

land reoeived does not run out fibr six years. Ipiease IpOX at your
opntract carefully and I think you will see that I am right.

X understand the amount ydUj, paid^|buld ho owing:/ anyhow, and I
think I would not be estor/pQ&^^' hooeptitiE 'this, and, wi^jnot,by aoopeting
this, acknowledge tiie olaina yqu state in tijg. if y°u 80 oon"

strue it, i will rjaturn tht>> money. 'Sw'" ' • .

Under iny understanding of the contract I cannot sign the
reoeipt you send. Kindly let me hear from you.

Yours truly,

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JV2/

Thomas A. Edison ;

against ;

Ezra T. Gilliland and John 0. :

Tomlinson. :

- -

SOUTHERN DISTRICT OE NEW YORK, )

: ss:

City and County of New Yoik, )

THOMAS A. EDISON, being duly sworn, deposes
and says: I reside at Orange, State of New Jersey. I am
an inventor by occupation. My laboratory where I work is
at Orange and has been during the past years. My

time there is occupied in making experiments in various
lines of discovery in which I am interested, and I have
many assistants and employees under and subject to my con¬
trol. ■ I

In June, 1888, the defendant Tomlinson was and j
had been for nearly four years my personal and confidential!
Attorney at Law and advisor, and often acted in various j

enterprises as my agent or Attorney in fact. He had my j

confidence, and up to that time, I b elieved in all transac- j
tions that his advire and assistance to me were disinter- j
ested and faithful. j

My relations with the defendant Gilliland in j
the month of June, 1888, were also intimate and confiden¬
tial in both personal and business matters. About four
years ago ’Mr. Gilliland left the employ 'Sf..the Bell Tele-

ftcdhv

2

phone Company at Indianapolis, at my request, and came to
Orange as an assistant and friend in my laboratory. He"
came upon my guaranteeing to him that in my service he
would make at least as much during the ensuing five years,
per year, as he was then making in his then o conation.
After coming to me and vp to. June, 1888, he had been en¬
tirely associated with me, giving his entire time and at¬
tention to my matters and acting as my friend, business
advisor and agent in business transactions. I considered
Tomlinson my confidential counsel, and Gilliland my confi¬
dential agent, at the time of the transactions hereinafter
related. In transactions previous to th e one about to be
detailed in this statement, notably in the Railway Tele¬
graph Company, they had jointly acted for me as my agents
and advisors in carrying throu^i the deal.

The Edison Phonograph Company is a corporation I
organized under the Laws of the State of New Jersey, on the;

day of 1887, wi th a capital stock of ;

$2,000,000., divided into 12,000 shares of the par value I
of $100. each. On the 28th day of December, 1887, I sold !
| to the Company aforesaid certain o f my patents and invei- j
j tions relating to phonographs and received in payment j

therefor 11,960 shares of its capital stock, fully paid.

A small portion of that stock I afterwards parted with,
but I am still the owner of 10,350 shares and control all
: the remaining shares, excepting 150 shares, and did control;
all of the said 11,350 shares of such stock during the nego-j

' \ ' i\:

5

tiations here inafter referred to.

In the month o f May, 1888, Mr. Tomlinson visit¬
ed me at my laboratory in Orange, and stated that he wished
to have an interview with me upon a subj ect of importance.

I therefore excused myself to a number o f men who were
about me, and in order to have an opportunity for a private
consultation, Mr. Tomlinson and I walked down through the
laboratory yard as far as an apple tree seme fifty feet
from the laboratory, and sat down under the tree and had
our conversation. At that interview he asked me if I
would sell the phonograph. He said that parties had come
to him who wanted to purchase it and would purchase, as a
syndicate, the whole phonograph affair, taking the whole j
of it off our hands, and he urged me to sell outright for
cash, saying that it was a great deal better for me, having;
my laboratory in good condition, to spend my time in get¬
ting up new inventions than to take the risk of merchandis- j
ing the phonograjh. He talked to me in this strain a longj
while, and so convinced me that it was better to sell the
phonograph outright.

I told him that if the phonograph was good for
others, it was good for me, and that I could not see why
we could not merchandise the phonograph since everything
was organized and it was being constructed, but that, of
course, I was always open to an offer. He said that he
was sure he could put through a deal and get a large sum in
cash, and I think he mentioned at that interview that the
principal party in the proposed syndicate was Theodore N.

Vail and his associates. The name of Mr. Gilliland as
negotiator was not mentioned between us at this interview;
he was not present, and I knew of no connection between him
and Mr. Tomlinson in the matter. Mr. Tomlinson urge d me
and advised me to sell, in my own interest. I told him
that I was not anxious to sell, but was always open to an
offer, and 1 further stated that he might go in and repre¬
sent me far enough to see what offer he could get. He
stated that his desire was to serve me personally and that
he would examine further into the matter on my behalf and
report to me the result.

I cannot fix the date of this interview. 1
should think that it was about the 20th of May, 1888.

There were men at worit on the new phonograph factory. I
understand that a start had been made at the walls of the
phonograph factory on the 28th of May, but I believe also
that for some days prior to that men had been engaged dig¬
ging at the foundation, and therefore I am not certain

whether the walls had been begun, or not. I should place j

!

the interview between the 20th of May and the 1st day of j
June, though it may have been a few days later than the j
1st day of June .

Between the date of the interview just recount¬
ed and the 12th day of June, I had another interview with
Mr. Tomlinson in regard to the same subject. I do no t now]
remember whether Mr. Gilliland was present or not, but be- |
tween the same dates just referred to I learned that Mr. I

the

Gilliland and Mr. Tomlinson were acting t og ether in
negotiation on my behalf, and I learned at some time during
the progress of the negotiations, and perhaps during the
period just named, that Mr. Gilliland had initiated the
negotiation and had called Mr. Tomlinson in to assist in
the matter, and that it was in pursuance of such arrange¬
ment that Mr. Tomlinson had broached the subject to me.

At the interview now being described, I discussed with Mr.
Tomlinson the terms upon which a possible sale of my stock
in the phonograph company might be made to the parties with
whom he was dealing, and at the same interview I learned
that the parties with whom he was dealing, instead of being
Vail and associates, were Mr. lippincott and associates.

I was not desirous of selling the phonograph.

My principal desire was to keep it and exploit it, and
therefore it was that X was a reluctant principal in the
negotiation, and my Counsel, Mr. Tomlinson, found it neces-i
sary to bring to bear every consideration that came to his |
mind to induce me to listen favorably to terms. As a re- j
suit of much talk, however, I sketched on paper, in the
form of a pencil memorandum, the conditions upon whi eh I
would be willing to part with my phonograph stock. The j
memorandum does not contain the price which I was to ask j

for the same, because the offer had already been made to i

me by Mr. Tomlinson, as coming from Mr. lippincott and j

associates, of $500,000 for the stock. The principal i

points covered by the written memorandum and insisted upon |
by me, had reference to other matters than the amount to bo

\ ■ r

6

received. I sketched upon the memorandum referred to, the
conditions, as I have said, and delivered the memorandum to
Mr. Tomlinson. I have no recollection of the date of do¬
ing this, but I have reason to believe that it was prior to
the 12th day of June, 1888. At this interview I asked
about Mr. Lippincott, and about his connection with the
graphophone, and what he proposed to do with the phono¬
graph. X also asked what Lippincott was willing to do in
regard to my phonograph factory, and my contract for making
phonographs, and they stated in reply that he was willing
to do what I wished in that regard.

I first refused to sell. I stated to then
that I did not want the money, so why should I sell. I
said "Simple interest on half a million dollars will bring
me only $30,000. a year, and in the general scramble in
this business, I am sure to make that, anyway".

On the 12th of June, or thereabouts, Mr.
Gilliland, Mr. Tomlinson and Mr. Lippincott • came to my
laboratory and we had an interview. Mr. Lippincott j

brought with him .the memorandum! which I had prepared in ad- !
vance of this date and gdveitto Mr. Tomlinson. This was j

the first time that I had met Mr. Lippincott. Our talk I

was general, and had reference to the relations which he
proposed to establish between the phonograph and the graph- j
ophone, and also to the other features of the manorandun j
which I had prepared and given to Mr. Tomlinson. No defi- j
nite conclusion was arrived at at this interview, but Mr. j

I ' {■

7 !

Lippincott returned to New York, taking wi th him the man-
orandum in my handwri t ing. I remember no other interviews
until June when another interview was had at my labora¬
tory, between Mr. Tomlinson and Mr. Gilliland and myself .

The interview took place in my library. I remember that
Mark Twain, and George lies late o f th e Windsor Hotel,
Montreal, were at the laboratory at the time that this in¬
terview took place, and I was trying to get through with
the interview as quickly as possible, so as to return and
attend to these visitors. Mr. Tomlinson brought with him
at this interview, a letter from Mr. Lippincott, dated
June 21, announcing that ho had been to Washington in con¬
sultation with some of his friends, and that he had gone
over with them the points in my written memorandum, in de¬
tail; and in this letter Mr. Lippincott commented upon each
point separately, seriatim. I glanced over Mr. Lippin-
cott’s letter and, finding that in some point or other, he
proposed a modification of the terms contained in my writ¬
ten memorandum, I stated to Tomlinson and Gilliland that I \
would have nothing to do with the negotiation. I then
reiterated the many arguments that I had already spoken of j
for not making the sale, and above all things, my general |
reluctance to do so; but they argued with me for an hour j
or so, in reference to the matter, stating that they were \
assured that it was for my interest to make the sale and j

I

not to allow it to fall through. Mr. Tomlinson said he |
knew it would be more money in hi s pocket if the sale was i

\

8

not made, but that a bird in the hand was worth two in the
bush, and that he thovght my interests lay in effecting the
sale. He urged me to make the sale solely because it
would benefit me. He thought that personally he could
make more if X did not make the sale, but he assured me
that his advice was thoroughly disinterested and that he
had in view my interests alone. At one time during the
interview, I turned and abruptly refused to sell, and used
these words: "Why do you insist on this so strongly,

against my wishes ? What motive have you ? I wish Iiip-
pincott had never been born. This has disturbed all my
plans and thrown me all out." They then cane forward with
fresh arguments, until I consented to make a fresh memor¬
andum, which I did, and which they took with them to show
Iiippincott again. At the interview referred to, I also
made use of the words: "Mark my word, you will regret the

day that this matter was ever brought up."

At the interview just referred to I asked
Gilliland what would become of his contract with tire Edison
Phonograph Company, and, by "his contract" I meant a con¬
tract in writing between Gilliland and the Phonograph Com¬
pany executed October 28th, 1887, whereby Gilliland was
made the selling agent of the Edison Phonograph Company.

I had caused this contract to be made with Gilliland at
that time, at his request and upon his importunity. He
was desirous of having the contract made wi th him, and,
holding the relations that I did with him, and knowing that

I would, be able to control the contract at all times, I
consented to the Phonograph Company's making it. I asked
Gilliland, therefore, how his contract would be afibcted
by the sale of the Phonograph Company to Lippincott, and I
was told by him that Lippincott would give him a stock in¬
terest in a company which he proposed organizing, for his
contract. I asked him how much he was to receive, and was
told by him that he was to receive $250,000 in stock. 1
asked him if he was to get any cash, and he said no, that
as his contract was of prospective value, Lippincott would
only pay in kind, that is, in stock having a prospective
value. I asked what the capital of the proposed company
was to be, and they stated to me $5,000,000 or $6,000,000.

1 asked what the stock would be worth, and Gilliland said
that it was not worth anything, but that he was willing to
accept it for his contract, and take the risk for the fu¬
ture, and .it certainly would have some value if the com¬
pany owned all the right for phonograph apparatus. I
asked what they thought the value would be, or they could
sell it for, and Gilliland said they might get $70,000, if
the deal went through as Lippincott expected. I asked him
if he got no expenses back, whatever, in cash, and he said
no. It was then that I stated to Gilliland and Tomlinson
that they might continue the negotiation with Lippincott
and carry it through upon the basis of my modified memoran- j
dum, if they could.

I do not remember any further interviews in re-

10

gard to this subject until the 27th day of June, 1888.

In the afternoon or evening of that day, Lippincott and
Gilliland came to me at Orange and said that lippincott
had agreed to all my conditions. We thereupon sat down
to prepare the contract. We looked over a draft of memor¬
andum or contract which Mr. Tomlinson had with him, and we
sat up all night preparing a new contract. I am certain
that they brought with them on this occasion some kind of a
draft of contract or memorandum proposed to be made the
basis of a contract. I looked it over and saw certain
things in it that I would not agree to. They stated that
Lippincott would males an agreement in accordance with the
memorandum or contract, and the thing to be closed right '!
up. I stated, "There are some things here I won't agree
to myself, but suppose you stay here to-night, and we will
get up a contract, go over, and present it to Lippincott as;
a basis to argue on." I noticed one marked defect in the j
proposed contract, which was this: it provided that I was;

to sell and deliver forthwith my stock in the Edison Phono-
graph Company, receiving therefor only a contract to pay i
the purchase price in instalments. I said, "Mr. Tomlin¬
son, if I thus surrender everything, and pass title to it,
and the buyer then fails to keep his contract with me, I
will have nothing but a lawsuit against him, and will have |
parted with all my property and tied up my factory." I
consequently suggested that the stock be retained as secur¬
ity, to be placed in the hands of a trustee and, in the
event of failure to pay, delivery should be made at par in-

11

stead, of on a basis of forty- two cents on the dollar for
the whole. I also objected to a provision which compelled ;
me t o deliver to Mr. Lippincott the Hemenway stock. I be¬
lieve there were other points in which the contract as pro¬
posed struck me unfavorably. So, we sat up all night and !
drew up the contract, and in the morning we went to the
office of Mr. lippincott on Barclay Street, ready to argue
out the points of the contract, so that Mr. lippincott 's
attorney could then draw up a final contract.

Mr. Gilliland and Mr. Tomlinson and myself went
to Mr. lippincott' s office on the 28th day of June. Mr.
lippincott took the rough contract which we had prepared,
read it over, did not object to any of the points, placed
the contract on the table and handed me a pen to sign it,
and I was very much astonished that he should consider that |
the final contract and not refer it t o his attorney. He
seemed to be very anxious that it should be closed imme¬
diately. He merely glanced over the contract, spoke to me
about the new provision touching the Hemenway stock, and j
asked me if I agreed to deliver the Hemenway stock, where¬
upon I said no, that I did not agree to deliver it, but
would make an allowance, as was stated in the contract. j

That was all he asked about it. I was very much surprised !
that, without further discussion and without referring the
matter to his attorney, he took the pen, offered it to me,
and after I had signed, he signed the contract himself.

X did not suppose that the contract would be signed that
day, because I supposed that he would require to consider j

12

and consult about the changes I had made. I did not see
any other contract signed that day at Mr. lippincott's of¬
fice besides the one that I speak of now. If there were
other contracts signed there, I did not know of it. I did
not know that other contracts had been drawn tip the night
before. I saw writ ing. going on at Mr. lippincott's office
that day, and saw Mr. Tomlinson writing, but I did not know
what it was, nor did it awaken any curiosity or suspicion
on my part. V/hen I loft Mr. lippincott's office Mr. Tom¬
linson and Mr. Gilliland were with mej We all left to¬
gether. I started for heme. Tomlinson said that he had
to go to his office and I do not remember what Gilliland
did.

I am informed that on June 1st Mr. Tomlinson
prepared, with Mr. lippincott, a memorardum of terms upon
which a sale should be negotiated, and that it was agreed
between them that Mr. Tomlinson should submit the memoran¬
dum to me on Sunday, June 3rd, and should telegraph to him, j
Mr. lippincott, at Pittsburgh, whether the terms wore satis-!
factory to me. I have seen a copy of such memorandun, the
same having been shown to me, since the 1st day of August, j
1888. No such memorandun or copy thereof was ever shown j
me by Mr. Tomlinson, either on June the 3rd, or at any !

other t dme .

I annex to this affidavit a copy of the manor-
andun in pencil which I have stated I delivered to Mr. Tom¬
linson prior to Juno 12th, marked Exhibit A; and I annex
hereto a copy of the memorandun prepared by Mr. Tomlinson

13

on June 1st and. delivered to Mr. Lippincott on that day, a
duplicate of which he stated to Mr. Lippincott, as I am in¬
formed, he would submit to me on June 3rd.

Neither Mr. Gilliland nor Mr. Tomlinson ever
stated to me that Mr. Lippincott had agreed to purchase the
stock which Mr. Gilliland was to receive for his agency
contract, at his, Mr. Gilliland's, option, at par. The
earliest date at which either Mr. Gilliland or Mr. Tomlin¬
son ever stated to me that Mr. Gilliland was to receive any
compensation for his agency contract, was the 21st day of
June, when both were present at my laboratory, and when the
interview in relation to the agency contract took place as
above recited. After the 28th of June, Mr. Tomlinson and
Mr. Gilliland brought Mr. Lippincott over to the laboratory
and to the factory, but nothing took place worthy of note,
excepting that while in the Library Mr. Tomlinson took me
to one side and informed me that he had done a great deal
of hard work in connection with the sale of the phonograph,
and did not have much stock in the Edison Phonograph Com¬
pany included in the sale, and would not make much money,
and asked me if I would not make him an allowance . I said
"How much do you think you ought to have, Tomlinson ?" He
said six or seven thousand dollars. I said "If everything j
ccmes out all right, I will allow you that amount.’'’

I do not remember seeing Tomlinson after that
until after his return from Europe, but Gillilawl, about :
the 24th or 25.th of July, came over and represented t o me j

that as the deal was

closed and he could not keep

agents off any longer, and was afraid to meet them owing
to the fact that he had made many promises, and that they I
would make it unbearable for him, he stated that he would
like to go to Europe until the thing blew over. I asked
him how soon. He said as soon as he could get ready. 1
said, "If you can get ready to go within three or four days,
I would like to send a phonograph and box of cylinders by
you for Gouraud." He said ’all right. He imnediately
took steps to secure his passage, to go on the 1st of
August, but I received a note or a telegram frcrn him, stat¬
ing that he could not get passage by the 1st of August, and ;
that he had concluded to put it off until the 4th of
August, and stated that Tomlinson was to accompany him. !
This was the first time I knew Tomlinson was going to
Europe.

At an interview with Mr. Lippincott subsequent - I
ly to June 28th, he told me that Tomlinson had told him j
that I stated in conversation wi th Tomlinson that I did not I
need the money, and .Torn 14b- a eft said that this was the reason
why he changed his proposition from one of cash to one of ;
time payments.

in my opinion, as they have I ar,i told '.juito a foreign
trade, and mat, look forwd to the day when our patents
will bo out, A. e., 4 \/,\ years, when they would b" re¬
lieved i'rorn contract with us.

171 FT; i . They cert ainly would not a -roe to a c on t "lie t

compel] in;; them to buy of us after patents Were out,,; hone
at t,hn expiration of A 1/n yews they would hn -in (jot.
themselves in such a aArowj position by contracts made
wi ttt local companies, over vpj oh we could ’ avo no control
that, we viould -'O left, out in tlio cold.

( 'i 1/i ) The Thom ae n-1 ioust on lompany to take a license

on throe v,i)’o srst. cm.

•Thin i«t,ont, i» ,*ond, holds for 1 ,'j yours; it

controls direct dent ml station lighting; no alternating
system, with its lid per cent loss, can for a moment com¬
pote in small towns for mile areas; it is as inexpons ivo
as mtcniat. ing; 80 po p cent of tho pay inn business in a
small town is within this urea; an alternating system in
tills area competing with the direct would lose money at
rat o s where tho direct would pay a dividend. If you give
them a license for this ayst.on, even witli out the lamp,
thoy would kill our isolated business as v/oll as fl antral
business in every town tho license extended to; vi it h the
lamp lie en nn it would bo absolutely dead and we got. a
small return, but with tho proviso in tho memorandum that
altomnt in/; may be used, they would use this syst em to
obviate tho necessi ty of buying direct machinery from us.
If you nitiko it compulsory that thoy only use direst sys¬
tem in mile areas and extend beyond with alternating,

nn '"or t>:is purpose, outside lumps. 'fi-o;
to this; they will not. bind t. homelvoa.
too Of rc.jno ,/ino profit. The ''uoa,*or of 1
Houston Ho. wouldn't darn w do it. If i
be for u short, period, in which j.eriotl t]
tnn,"lo tbi-i'is that fit its expiration wo v
nri'imisntiori for that class of business,
lose a p rue tie nil y continuous and profits
unci one v/hi ch tfoovrs "ith the growth of th
the fj.'to or a short /piurantoo of profits
puny, which in the present a tat o of the a
ri,;ht i,o what they now soil , and Which ha
opacity to do t,>in bus inoss any better tv
havo tin lo <3 J

Prom false prcminoG your mind has b
Vib. th the impo r tanco of the Thomson-. lousto
business capacity nnd the results they ha
and y at have drawn a conclusion from Yfhat

tr% they pj»kn the local people fcsjio all, and pay them-
besides. A/;nin, the I’lioma^n-Hotiston 0o., and, in fact,
all the Clomp anies admit. th *>y make o" thine on in can descent
li^ht in;;, yet the ’Cdiaon ’'ho p a showed -'feson, ooo profit,
and Real' only touched thn stm.ll town businoss, while the
■L'linnison-Houston people have clone all the ir work in the
ana 11 towns. A dynamo of 40 horse power when sold for
arc li/'htinf' brings double! thf* price as if sold for in¬
candescent.; yet it costs not a cent morn.

I have tried for years to <;nt the I’diton ’.o*v!*'ty
or ."other Urwxel, Morgan & no., to allow tho shops to
do tho small town business, but the restrictions wore so.
i;reut that the shops did not fool like tak in/; the risk,
and after ws finally decided to take tho risk and rfl in
and had m’ranged with tho best man in tho country to tuke

1

Memorandum as to points to be oovered by the new Contract
wi th Mr. Gouraud

No renting except by permission of Edison.

Edian getB one- third of the rent in case he agrees.

Wherever phonogrqphB are sold through an incorporated com¬
pany, Edison is to get one-third of the profit, which is to in¬
clude royalty, but no corporation to be formed in any case without
Edison's permission.

Edison to get one- third of what Gouraud gets from profits
on exhibitions.

Manufacture of cylinders, both mailing and otherwise, dupli¬
cation of cylinders to be kept a trade secret, if Edison so pre¬
fers, in consequence of the difficulty of covering such things
by patents.

To protect the U. S. as against Europe and other foreign
territory and foreign territory against the U. s.

Edia>n to have the right to establish factories, if he con¬
siders so desirable, one in England and one on the Continent of
Europe, besides his American factory. If found more economical
so to do he to supply the material of this character from his
American factory at his option. These factories to be established
on same general basis aB the American factory, except profit to
manufacturer to be 35*. T0 this profit is to be added a 45*

royalty, of which Gouraid is to receive two-thirds and Editfn one-
third.

( 2 )

In forming Companies this right of manufacture must in all
oases be reserved by Gouraud.

Capital to be subscribed for the manufacture of these parts,
if Edison should deoide to make them abroad, in the same way aB
the formation of the Edison Phonograph Works.

If phonograph business sold out for any particular purpose,
Edison to receive one-third profits continuing or otherwise.

If Gouraud in merchandising the phonograph diould develop
any particular side business in connection therewith, Edison’s
one-third profit to come out of this.

Must be a very strong clause, stating 1 1-fit xacjc SbcxKtc rfy
short term patients taken out in any country so aB to limit American
patents to less than 14 years, acts of itself as a cancellation of
the contract. I refer here to Gouraid's right to take out patents.

The uncertainty of the olause as to the reduction of royalty
should be strai^itened out.

Price at which phonograph is to be sold to be fixed by Edison,
but shall not in any case exceed 200X of the cost of phonographs
delivered.

In redrawing oontraot extraordinary care diould be exercised

to use as far as possible the same language as exists in the

present Gouraud contract. Care should also be taken to deal

with eaoh item of the oontraot in about the same order as there

dealt with in the present Gouraud contract. In every case where

cost of phonograph is mentioned, that oost means plus the manuffio-
tur ar’ s profit. . . . i(

HARRY F. MILLER FILE

1890

LABORATORY .

THOMAS A. EDISON,

ORANGE, N. J.

b o n d , of the American surety company,

Edison against liability on his bond given

United Edison Mfg. Co. upon replevying the
New Jersey. . .

indemnifying Mr.
on behalf of the
plant at South Amboy,

KNOW ALL MEN BY THESE PRESENTS,
That we, THE EDISON UNITED MANUFACTURING COMPANY and the
UNITED EDISON MANUFACTURING COMPANY, both corporations
art he State of New York, as principals, and the AMERICAN
SURETY COMPANY OF NEW YORK, as surety, are held and firm¬
ly bound unto THOMAS A. EDISON of the Township of West
Orange, County of Essex and State of New Jersey, and
FRANCIS R. UPTON, of Orange, New Jersey, in the just and'
full sum of Five Thousand Dollars, lawful money of the
United States, to be paid to the said Thomas A. Edison
and Francis R. Upton, their heirs, executors, adminis¬
trators and assigns, for which payment, well and truly
to be made, we do bind ourselves, our and each of our
successors, jointly and severally, firmly by these pres¬
ents.

Sealed with our seals and dated the ^f^day of Feb¬
ruary A. D. , one thousand eight hundred and ninety.

WHEREA S, the above named Thomas A. Edison and
Francis R. Upton, at the special instance and request of
the above bounden The Edison United Manufacturing Company

-2-

and the United Edison Manufacturing Company, did execute
as sureties, a certain Replevin Bond given unto Peter I
W. Flck, Sheriff of the County of Middlesex, New Jersey,
dated February 5th, 1890, in a suit brought in the Supreme
Court of the State of New Jersey by the Edison United
Manufacturing Company, which sues for the use and benefit
of The United Edison Manufacturing Company against the
Edison Electric Light and Power Company of South Amboy,

New Jersey, conditioned that the same shall be void If
the said The Edison United Manufacturing Company, which
sues for the use and benefit of The United Edison Manu¬
facturing Company, shall prosecute their said suit of
replevin In the said Court with effect and without delay
and shall duly return the said goods and chattels in
case a return shall be awarded.

NOW THEREFORE, THE CONDITION OF THIS
OBLIGATION IS SUCH, that If the above bounden The Edison
United Manufacturing Company and The United Edison Manu¬
facturing Company, their successors, shall well and truly
perform the condition of the said recited replevin bond,
according to the true intent and meaning thereof, and
shall indemnify and save harmless the said Thomas A. Edi¬
son and Francis R. Upton, their heirs, executors and
administrators, from and against any and all actions,
suits, damages, costs, charges and expenses, by reason

-4-

STATE OF NEW YORK
City and County of Now York : ss

On this / day in tho yoar

one thousand eight hundred and ninety, before me person¬
ally appeared ;/£*«LRresident of
The Edison United Manufacturing Company, with whom I am
personally acquainted, who, being by me duly sworn, said
that he resided in the City that, he is

the ''‘-'■cts President of The Edison United Manufacturing
Company of New York; that he knew the corporate seal of
said Company; that the seal affixed to the within in¬
strument is such corporate seal; that it was affixed by
order of the Board of Directors, of said Company; and that
he signed said instrument as President of said

Company by like authority. And the sald^^t^,^^,

further said that he is acquainted with

/A<./«v^«^and knew him to be the - — Socre-

T tary of said Company; that the signature of the said

subscribed to the said instrument, is ini
the genuine handwriting of the said

and was thereto subscribed by the like order of the said
Board of Direct or s,'€W34^Rv&he-^pi*e-«m&^2£Ja4m<'t^

CCttrwJy CLk

Qesisls, 'tf-C&LeL Co ,

STATE OF NEW YORK :

City and County of New York ; ss

On this LjjtS- day ofAt^^^in the year one thousand
eight hundred and ninety, before me personally appeared
Jac^e- z&oe-Msi- T&stAAjUJ^ f — President of The United Edi¬
son Manufacturing Company, with vhom I am personally
acquainted, who, being by me duly sworn, said: that he

resided in the City of New York; that he is the -

President of the United Edison Manufacturing Company;
that he knew the corporate seal of said Company; that
the seal affixed to the within instrument is such corpor¬
ate seal; that it was affixed by order of the Board of
Directors of said Company; and that he signed said in¬
strument as — President of said Company by like
authority; and the said —
further said that he is acquainted with^-^A T&o^atcl^
and knew him to be the ^^oo^Efeau4Secretary of said Com¬
pany; that the signature of the said A T&a^zu^

subscribed to the said instrument, is in the genuine mni-
writing of the said A ’Hp and was thereto

subscribed by the like order of the said Board of Direc¬
tors, and in the presence of him, the said — ■

President. v

CLUnytM 6i%

-CjzslJs. iy^~^ , Clo (

State, City and County of New York, as.:

„ dayof - 189 e, before me

personally appearetUBAW&ar^ggia.^ta^ Vice-President of the American Surety Company,
with whom I am personally acquainted, who being by me duly sworn, said : that he resided in the City
of New York ; thaj he was the Severn! Vice-President of the American Surety Company of New York ;
that he knew the corporate seal of said Company ; that the seal affixed to the foregoing instrument was
such corporate seal ; that it was affixed by order of the Board of Directors of said Company, and that he
signed said instrument as Sacond- Vice-President of said Company by like authority ; that the liabili¬
ties of said Company did not exceed its assets, as ascertained in the manner provided in Section 3,
Chapter 4S6, of the Session Laws of 1881. And the said^^jiSkSTfurther said that he was

acquainted with fitted. C , and knew him to be the - Secretary of said

Company ; that the signature of said /7 , subscribed to the said instrument,

was in the genuine handwriting of the said £ dtcy , and was thereto subscribed by

B°ard °f DireCt°rS’ and in ,lle Presencc "f^tjo^id'PAVI-P B.-eigKFT.S.

c - i'fotary'Publlc, C '

Kings County, N. Y.

Certificate filed in N. Y. Co.

plF-i?(3

- L_.A ff S

- of- _ . ■

Edison United Phonograph Oomnat

Adopted February 28th, 1890. fi

I

.,,K J /

A < /,

t*r v V

V R Y - Tj A W S

VK

!; ,' i^4^ \^nxsoN inn to n

ry v. h

PHONOGRAPH COMPANY.

E {V^ !|;\| -AdO-n-toA. Pobfuarv 88th r 1»90.

j\j' _

ARTICLE I

OF PIPE OF 'OIL COMPACT.

Thu principal offi on or place of business of the
Company, shall bo in tho City of Orange, in the State of
How Jersey, but the Bottl'd of Hi roc tors may hold its moot¬
ings and have an office and hoop tho boohs of the Company
(except titc- s took and transfer boohs) outside of the said
State, as the Board of Directors may fron t in a to time
direct. The Company, however, shall always maintain a
principal office or place of business in tho State of How
Jorsc-y, and have an agent in ci large thereof, whorein shall
be kept the stock and transfer books of tho Company for
tho inspection of all who are authorized to see the same,
and for tho transfer of stock.

ARTICLE II.

The officers of the Company shall consist of a
President, one o r more Vice-Presidents, Secretary and Troaa-
uror, and such othor officers its the Board of Directors may

from time to timo dctormj.no. Ho officer except the Proai-
dont, and Vico-Prooidents need necessarily be it member of
the Hoard of Directors,.

.ARTICLE III.

T?I RECTORS AND OOMMI TTEKfl ■

There shall be nine Directors ohoson by ballot at
each annual mooting of the stockholders after the year,
1890, to in imago and conduct the business of the Oonpnny,

The Hoard ahull Jill vacancies in its own number , No per¬
son shall bo qualified to servo as a Director unless lie
be n stockholder of record of tho Company, and own at
least one share of stook.

The Hoard of Directors may appoint comni tteos, stand¬
ing or special, from time to time, from among their numbor,
or otherwise, and confer powers upon such committees and
revoke such powers and terminate the existence of such
committees at pleasure).

All standing committees shall keep minutos of their
proceedings, Each committee shall meet at the call of
the President of thin Company, or of the Chairman. of the
Cocmitt.ee, o r o f any two members thereof, and written no¬
tice of all mootings shall be mailed to each member tho re of
at his residence or place of business at least two days
before the mooting, but the said two days' nctico may be
waived by tho written consent of all members of such Com¬
mittees, or as regards any individual member thereof, by

> I

his articular written consent.

A R T I n, K IV.

P RES I DK? r T.

Tho Prosidon t shall bo oJoaen by the Dirootors from
thoir ovm number, at their first mooting after their elec¬
tion ouch year.

Ho shall preside at all mootings of the Stockholders
and of the Directors, shall sign all. certificates of stock
and all contracts or obligations of iho Company, except as
the Dear;! may, from time to tine, otherwise direct. He
shall have general, management, subj cot to the control of
tho Board of Directors, of the business of tho Company,
including tho appointment of all officers and employees of
the Company for 'whose election no provision is mado in
these By-Laws, and shall perform all other duties apper¬
taining to his office.

ARTICLE V .

VIOK-PRESIDKMT.

Tho Vicc-Prosidont shall be chosen b y tho Directors
from their own number, at thoir first meeting after their
election in each y.oar.

In case of the absence or disability of tho Presi¬
dent, or if his office shall become vaoant, the senior
Vice-President present shall have and oxerciso all the
powers and functions which are now o r hereafter may be
conferred upon the President.

3

SECRETARY.

Tho Secretary shall be elected by the Board of Di¬
rectors at iheir first mooting after their olootion in
<*«ch year, and snail be sworn to the faithful discharge of
his duty. Ho shall record the minutes of the mootings
of tho stockholders of the Cor.pany and of the Hoard of
Directors and of a.U standing committees in proper books to
bo kept for that purpose, and shall have tho custody and
caro of the seal, records, minutes and stock books of tho
Company, Ho aItU.1 attend to the giving nnd serving of all
notices of the Company, and keep, or cause to be kept, a

Ulitablii ,-oooxd. a 1 iho or nto nkholioro tie provitl-

8d in Artie li? X, Ho shall til so publish all reports and
notices required by law, and when authorized by tho Board
of Directors shall have power to countersign checks as pro¬
vided for in Article VII, and shall, in general, under the
direction of tho President, or the Board of Directors, or
the Executive Comnittee of the Company, perform all the
duties incidental to the office of Secretary.

article vii.

TREASURER .

The Treasurer shall be elected by the Board of Di¬
rectors at tholr first meeting after their olootion in
eaoh yoar. Ho shall bo responsible for the caro and safe
keeping and oustody of 3uoh of tho funds and securities of

tho Company as may come to His hands, and shall deposit
the sumo as Trc usurer, in the name of the Company, in suah
Banks, Trust Companies, or Safety Vaults, ns the Directors
slutl 1 dinset. Ho shall sign sill curt if icq ton of stock, !
Mo shall also sif;n and endorse all clacks, drafts, notes, j
uoooptnnccB, and o rdoru for the payment of money, provided
tho same tots first count o roi good or approved by either the
President, or in his absence by tho Vice-President, or by
the Secretary '.'.he n aui.horir.ed by tho Hoard to countersign
or approve as aforesaid.

The Treasurer shall also have personal charge and
supervision of tho transfer book's of the Company, and shall
prepare anti mnKr out, at lenut ton rtnytt b cforo ovary olaa-
tion of said Company, a full, true and complete list of
all of -tho stockholders of the said Company, entitled to
vote at ensuing election, wi th tho number of shares hold
by eaoh, which list oliall be made and arranged in alphabet¬
ical order, and ati all at all times during the usual hours
of business be opened to the examination of any stockhold¬
er of tho Company.

Ho shall render monthly statements of his cash no-
count and of tho moneys racoivod and disbursod rtu ring tho
month, and shall at all reasonable times exhibit his books
and accounts to the Directors and Officers of tho Company.

Ho shall give bond, if required by the Directors,
for the faithful discharge of his duty in such sum and with

a

such sureties a r, tho Directors may rtf to mine .

ARTICLE, V I I I .

EXECUTIVE COMMITTOK-

Thare shall be an Executive Oomnittoo of six mem¬
bers of the Board of Directors, in addition to the Presi¬
dent who shall be ex officio the Chairmen thereof, and
they shall be annually elected by the said Hoard from their
own mrab or , to serve until the election of the noxt sue- j
ceedintf Board of Directors. This Committee shall, when i
tho Hoard of Directors is not in socsion, have all the I
powers of the Hoard itself in and about the management and j
control of the affairs of tho Company, oubj eat, however,
to such limitations as tho Hoard may from time to time es¬
tablish. Vacancies shall be filled by the Hoard,

A R T I 0 I, B IX.

TERMS OF OFFICE ADD VACAKOISB.

The President, Vice-Presidents, Secretary, and
Treasurer, Bhall, except as provided for in Article XV,
hold offioe for one yearfrom the dates of their several
elections, and until their successors have been elected
and qualified. Any vacancy occurring in tho Board of Di¬
rectors, or in the offioe of President, Vice-President,
Secretary, or Treasurer, shall bo filled for the unexpired
tem, by tho Boa ni of Directors.

H T Ii; l n Y
meetings 01? STOnynnT.rn.-PQ

-JmmiL- L_ The Armual Meetings of tho stookhold-
" ‘,h'ai ba lwld "* — cm on of the oo^uny.

in tho State of Nov, dorsey, on the first Mon .lay In March in
eac)i and every year.

Por thirr'y 0;i”a b«*' * «««h mooting, the book or
bookG of tho Oonpwiy in which tho transfer of stock shall
bo resist ored, md the books containing the names of the

stockholders , shall, at all times during iho usual hours
of transacting b»e:n«,.,t bo open to tho examination of any
stockholder, oul for twnty days before such meeting tho
said transfer booh or books shall be. closed for the Iran a -
f<ir of at0<ilt> h'otioe of said meet inn shall be mailed to
each stockholder at leant twonty days in ad van co of said
meet ing, at nis uddi'oas as communicated by him to tho
Secretary (and as recorded therefrom on the books of the
Company), but in case any stockholder shall fail to com¬
municate his address to the Secretary, or tho books of the
Company fail to disclose such address, he shall not bo en¬
titled to such notico.

No business shall be conducted at the annual emetine
of the stockholders except tho eloction of Directors, and
of Inspectors if need be, and the receiving of the reports
of tho Directors or Officers of the Company, unless such
other business shall bo fully stated in the notice of tho

7

meeting, toother with the form or the roeolutions ProPos-
ctl to be acted upon at such meeting.

— hROTIOh a,_ Special m«> tinge of the stockholders
inuy b o hoi cl at any time by order of the President, after
at leiuit ttvmty days' notice in Writing to tho stockholders
/nailed to there at their* address ns communicated by them
to the a ucret wry; «nct the object of such mooting and all
business proposed to bo transact. o :i or action taken by tho
stockholders thereat. shall be distinctly stated in tho
notice o t such wee tin;;, and no business shall bo transact¬
ed t ho re at othnr than such as shall have boon so stated in
fee call and not.ico of such meet ins. Rut said order and
notice in writing nay be waived by tho written consent, of
all tit o stockholders?.

SECTION ft. At all meetings of tho s to okho ldo rn,
absent stockholders may vote by proxy, authorised in writ¬
ing, but no proxy shall be voted on, a llov/nrt or received,
rro.ro than one year from its date. Proxies need not nec¬
essarily, be sealed o r wl tnonnocl,

_ SECTION 4. Each stockholder shall bo entitled to

one vote for each shore of the capital stock held by him.

SECTION i). Prior to each annual election of a
Hoard of Directors by the stockholders , -three Inspectors
of Election ahull bo appointed by tho Hoard of Directors

I

!

or ,Uo Ooi»r»ay. -The So ere u\ ry of tl» Company shall fum-
• i3h tt*° »ith of stockholders, prepared

| by hiln in “««>'•*>'“» ^ ro iju.iromorits of Section 1 of
■ vMa Article, and a duplicate of -this Mat, also to be pro-
I! Pared by him, shall be subject, to the inspection of any
stockholder who may b o present at such oleotion, during
t)ie wholo time the meeting is in progress. The polio for
the race jbtJon of votes shall remain open n't; least one lour.
The Inspectors shall receive the votes, shall canvass
t!;om i meied int. aLy after the polls are closed, mu shall
thereupon declare the remit and certify the some in writ-
in;; to the Secretary of the Company.

aforesaid , or if an Inspector who has boon elected is ab¬
sent, the stockholders may fill vacancies by a majority
vote of all of the shams p recent or repronontod at tho
meo ting.

A R T I 0 h I! XI.

STOCK AUD TUB THAWS PKK THIWKlV,

_ ShOTlpd 1. live r y stockholder shall have a certifi¬
cate, or certificates, signed hy tho President, or in his
absence by a Vioc-Presidont, and Treasurer, certifying
the number of shares owned by said stockholder.

3RCTI0H 2. Tho stock shall be transferable on the
books of tho Company by the holdor thereof in porson, or

upo

WBietunont mnAo on the back or the stock

irtifioa

SECTION 3. — AH certificates olial.1 bo bound in
books Kni bo issued in consecutive order, and

on tsw inn.*: in the roof shall bo onto rod tho name of tho par*,
aor. o .« t.io .ihoroi, therein reprosontod, with tho num¬
ber or tiiwou and the date. thereof. All certificates ox-
changwl or re turned to the Company shall be oanoollod, and
tiium onmivled certificates ahull be pasted in tlwir origin-
•.»1 rl««t> iii i, ho eertij ic.-tu* books, nntl.no ccrtif leute ahull

bo id until the- old certificate 1ms boon tmis canceled
tuv.l returned to its or in; into, place in ouch books.

As retired by law, die mock unci transfer books of
the flonpuny shall always be kepi, at the principal offioo or
piano of bus incus of the Company in the State of New .Ter-
ooy.

EXAMINATION OF NOOKS,

Except ns otherwise provided for by law, no stock¬
holder shull have tine power or right to examine nny of tho
books of the said Company without the consent of stock¬
holders of tu co rd owning twenty por coat, of the stock;
excepting, ho wove r, the book or books in which the trano- I
for of stock shall bo registered, and the books p containing
the names of tho stockholders shall be open to tho exam¬
ination of any stockholder for thirty days previous to
any eleotion of hireotors.

10

a H l i £ d 1 xiii.

IjEKTOIOil M DIRECTORS- _

_j>KOTIQK 3.. _ Tho Directors chal 1 moot on tho second

Monday of March in saoh tun A every year-, anil on tho second
Monday of every ronth thereafter. Special m^tlnfja of
Wro o tore may behold at sny timo, by order of the Proai-
dont, or on tho writ ton oal.l of throe or more- !)1 root, ore.

— SECTION — Written notice of all m-xi tings shall

bo mailed to ouch Director at hie rocitlcnoe or place of
baaing sit least two Any a before tho moo tins, but the
said two day;;' notice in •.rilin'; may bo waived by tho

any Director, by hie particular written concent, Such
mootings may bo hold at any place designated by tho hoard
of Directors, from timo to time, but if no nlaao is so
designated, they shall be hold at the regular office of
tho Company, in tho City of Now York, or, if there bo no
such to solar office, at the principal office of tho Com¬
pany at Orange , Now Jersey.

SECTION 3, Tho order of business at tho mootings

of the Board of Directors shall be as follows, unless oth¬
erwise ordered by the Board, to wit:

1. Tho reading of Minutes .

2. President's Report,

3. Treasurer's Report.

4. Unfinished business.

b. Report of Stand ins Come it teas.

b. Reports of Special OontniUoos.

7. Mis col Ian sous business.

A R v I o j, e • XIV.

QUORUM 07 DIRECTORS ADD 00 MMIT'fiiBS .

A majority of tho mombors of ho Board, of Directors,
or of any Oormittoo thoroof , shall constitute a quorum for
the transaction of business by said Board or ouch Commit¬
tee, respectively.

A R T I c I,- t; x V ■

RW/n VAT. OR BKORifflARY aUD ■TREASURER .

SECTION 1 . Tho Secretary and Treasurer, or either
of than, may bo at any time removed by tho affirmative
vote of at least a majority of the Board of Directors.

In case of such removal tho officer an removed shall forth¬
with deliver all the property of tho Company in his pos¬
session or under ills control, to some person to be designat¬
ed by the Board .

SECTION 3. The said foal’d may at any time, in
tho transaction of bualneaa, temporarily delegate ' any or
the duties of the Secretary or Treasurer, or either of
them, respectively, to an y other officer or person select¬
ed hy it .

18

A ft 'i1 I C 1. I XVI.

AMjffTDMRHTS . _ _

Those By-laws nit*'' bo airondocl or a rUorl to, by the
nffirroative veto of at leant two-thirds of the whole Board,
tit. tuny regular or special mooting of the Biro o torn , pro¬
vided at loam, thirty :1a ya 1 notice of tho pro up sod amend¬
ment or addition shall have been mailed i.o .each Biroctor;
hut no nnondrd or nidi tionr.l By- law regain ting the oloc-
Uon of tli o Board of '.'ire e tors shall bo valid mlasa Uio
s shall have boon mb.cIo thirty riayn prnvlcmc to any such
election, and snail have boor, during $!» a a id thirty days
open to the inspection of any stockholder, and r,hall also
65 h, « or Iftuat a. uuijoi-itv in amount

of the stockholders at. ilsi annual meeting, or at a special
mootin'; held for that puiTose,

13

LETTERS.

T H 0 M ,A S A. E D I S 0 N.
t o

S. B. E A T 0 N.
r e

GOURAUD ACCOUNT

oh 1 7 th 1 8 9 0.

0 r a n g o, H. J. March 17th 1800.

Major S, B. Eaton,

Ho.- 180 Broadway, How York City.

Boar Sir:-

I acknowledge the receipt of ymu- letter of 18th

instant, enclosing copy of a letter read hy Colonel Gouraud at
the first mooting of the Board of Directors of the Edison United ,
Phonograph Company on tho 11th instant.

Referring particularly to that portion of doi, Goiu:"audTs’
communication which reads as follows: -

“Except to tho value of about #1,000 to §1,500, none of tho

articles referred to in the invoices woro ordered by mo»“

As this statement roflocts upon my right to bill Colonel
Gouraud with machines and supplies which are not covered by his
routine office ordors, and appears to foreshadow an intention
upon his part to dispute tliat portion of my account against him
which is not specifically embodied in his itemized requisitions,

1 feel that 1 should loso no time in placing upon record the his¬
tory of my rolations with Colonel Gouraud during tho period Covered
by tho bills which have boon rendered to him, and which data
from the 18th day of April, 1888

wont

the day upon which the first shipment of material for. his
forward. At this time it had boon arranged between Col. Cfouraud
and myself that I should send my Assistant, I*. H. do C, Hamilton,
to. London, to enter Col. Claud's service, and that I should send
with Mr. Hamilton such material as would bo required in' Starting
Iras inoss ovor there, in pnrsianco of which I prepared the material
for shipment , and on the lGth day of April addrossod a lot ter to
Col , Oouravtd as • f o 11 atm :

”Mq aro sending by an early steamer a number of boxes
containing phonograph apparatus and batteries, addressed
. to your office, #181 Queen Victoria St., and I wish you
would see tint those are not opened or interfered with •

. until. Mr^ Hamilton arrivos in London, Hr, Hamilton will
■ sail in the course of a week or ton days, and wo will" ad-
vise yo.it by cable as -to the steamer which carries him." ■

Hi ooiiT irmation of this statement I hand you' liorowith tissue'
copy of ny original letter to Col. Cfouraud, quoted above, and bog
to refer- you to: a paper -accompanying my present letter in tlrv
Hamilton*?! handwriting, '■ dated London, February 23d, 1839, and
giving details of the contents, of the boxes referred to in this
shipment .

On the 5th May, 1888, a further shipment was made to Col,
Gouraud, the details of which will also be found on Mr. Hamilton's./
list . On or about tho 15th May, 1883, Col. Cfouraud cabled mo //
cuggostins that ho should oomo to America, and I replied to him J
as follows: ' /l

"It would bo a good idea for you to ceme ovor and J
return with just what you want." j,

I hand, you herewith my letter to Col, Gouraud, dated my 15th,

1888, conf inning these cablegrams'.

Col. Gouraud cam® to America shortly after the above date
and, accompanied by Mr. Hamilton, returned to Burepc in- the early,
part of Juno. At the same time I sent another shipment of ma¬
terial, all of which appears on Mr., Hamilton's list, which covers
the *0*40* from April lath, 1806 to February 23U, isos,-, • For this
period I havo no detail orders from Col. Oouruud for machines and
supplies sent him. Y/hon ho was in America ho was made familiar
Yri-sh the shipments that 2nd boon sent over prior to his visit; he
assisted personally in tin proparation of tho shipments which
accompanied him and Mr. Hamilton on tin day they sailed; and tint
I had ample authority to furnish him v/ith the material tint ho re¬
ceived' after tho date of his sailing, tin following quotations
from; his lottoro and oablogroms— originals of Which arc on ‘file
in my office — will show:

letter, July 7th, 188S "1 am sure you will not lose a day in

Bonding me any improvements. 11

Letter Aug. 4, 1883. "You cannot overestimate tin importance; of
, furnishing mo with instalments as rapidly as

possible. . . . . ,1 will do my part if you
will only do yours, and all you have to do is
to keep mo promptly and abundantly supplied
with machines. “

Cablegram, Aug. 2, 1888. “Only- support me with machines quickly
ahd amply and all honor and profit Trill
bo ours."

Cablegram, Sept, 12, 88. "Cable date of sailing of machines; 50
pel’ day will not be enough."

lottor Sopt. 14,88. "I liavo now, as you will observe, succeeded

abundantly and entirely in getting the phono-
Ci’aph “he first initiative bofore tho British
public. I propose to follow it up in Franco,
Germany, Italy, Russia, Spain, Turkey, Portugal
with tho very next instruments that next come
forward'. All my preparations will be made in
advance, so that there will bo no delay im¬
mediately the instruments arrive. I wish to
do this and you veil! appreciate the importance
of it’. "

Latter HovV 20,1838. "Wo are looking with great interest for more
phonographs. ; . . . .1 am spending money
like water in this business said believe it
to bo worth all its cost, but I feel that I
must get mox*o material to deal with beyond
that which I now have."

letter hoc. 8, 1333, "When shall X have more materials?"

letter Jen. 3, 1889, "X think it right to toll you that the- wood¬
work of any new phonographs that you may
sefad mo, must be polishod dark, because all
mahogany office fhrniture in this country is
of that color,"

letter Jan. 25, 1839. "I have boon daily oxpooting to get son® news
of tin shipment of further instruments-, but
have not worried you in this connection,
knowing that you will solid them as soon 'as
you can with advantage to the instrument,"

Letter Jan. 26, 1889. "Will you kindly cable ice on receipt of this
the probable date whon 1 may expoet a ’con¬
signment of phonographs and what number I
may expect to receive. ■ I may mention that
I am much embarrassed for the want of ma¬
chines . "

Lott or Jan. 31; 1839. "I am moat anxioai -bo aoo tlio results of

your late improvements, more especially as
regards the now material for phonograms . .
... . BATTERY ARB TREADLE COTIDIMTION,.this
also 1 regard as indispensable • • . '. ' • .
Please cable me whenever you arc sure of .
dates and quantities as r ogar as shipments .

I am now anxiously awaiting your
reply to 'my last cable a3 to whon I may ex¬
pect phonographs and how many,"

Cablogrcm Fob* 6, 1889-, "Ship more grams immediately, also

Laboratory records. Y/lien may I expect
phonograms?"

Fob* 20, 1889; "Cable number machines coming 5th; important'

Cablegram. plans depending. "

The next period covered by the bills against Colonel Gouraud,
is from' February 25th, 1889 to February 12th, 1890. I may say
hare that the a tat ament of account which we are discussing, amoun¬
ting to §5,206.18, does not represent the full amount due me by
Colons! Gouraud, ' On the 20th February, 1890, he was invoiced for

inwboi'ial supplied on his or dor, and amounting to $130'. 03; and wo
have in our hands a second order which is non being. filled, omoun-
tinG t0 a0U,C tV/elVQ w i'inoon toidi-od dollars , which me received
1301,0 °n t3~ 10th -Qbr,Ja^» 130°- I mention this to shew that the

statement of invoicoo amount in to o0,- m

^ lvA *l- u0 ■■.,J»200.1S, rep resents simply a

Portion of 'running account, end not an absolute settlement of

Col, C'-ouraud’s indebtedness to mo in connection with his Agency

business ,

In order to Show my authority for the shipment of material
covorod by each invoice on the statement in .question, I will refer
•fcot.ho items as they occur, cramoncing with Invoice Tab. la, 1390,
and follow bach to the end of the list.

INVOICE, EBB* 12th, 1390- . §203,39.

She material on this invoice is covered by the following
orders, the originals of which I hand you herewith: Col. Oouraud's
telegram under date January 25th, 1390, and telegram under elate
January 27th, 1390; Col, Oouraud's order Ho. 153, datod Jan, 29th,
1390; Col, Oouraud's order Ho. 1S4, under date lob. lot, 1390.

INVOICE, Bm. 8th, 1S90 . §164.25.

I hand you herewith Colonel Oouraud's cablegram under dato
January 31st, 1390; also Col. Oouraud's order Ho. 1G7, under date
2?eb, 5th, 1390, confirming cablegron.

INVOICE, JAN, 29th, 1390—

— §S0W09

INVOICE, JAH. 29th, 1390 - 179,00

Both these are covorod by Ool. C-ouraud's order No. 153,
previously ref or rod to.

INVOICE, JAN. 27th, 1890 - - $130.38,

I hand you herewith Col. Gotiraud's letter under date January

-6-

2<ith, 1890, rotating vs 'to ah ip these: supplies to him, end di¬
rect in- ua .where to aond them, namely, to the offiee of the inter¬
national Graphophono Co., Hills Snilding, How Yorfc.

INVOICE, O' AH. 27th, 1090-

Those instruments are in Col'. Convert
wore not sent upon hi* order and should not have boon billed
SCainst 3

•''3359.90

(jtUvif mb- fc ?nJ trrzOl)

■avid's office in London^ They

s have sent him credit memo for the amount'.

INVOICE, JAN. S«h» 1890 . . 0iO,92

ilUS 13 eovo:i’ad l3f Col. Gouroud*;j letter under date Jail. 24th,
1390, previously referred to.

INVOICE, JAN, 1st, 1890 _ _ $41.00

This amount was disbursed from my office in connection with
tlio localisation of certain aesroomonto with Mr. mcnao nv oonaory,
portal nine to tho phonograph business in Mexico. Connery

sent a representative "td Eiu-opo to noCotiato with, Col. Gouraurt for
•iliis buoinoao , - tl» papers afterimrds being completed over hero.

INVOICE, January 1st, 1890 - $1,738.04

This covers all the material on Nr. Hamilton’s list, sh.ippod
to Col. Clour aud from April 1.0th, 1300 to February 23rd, 1889. Tho
list comes direct from Col.Bouraud’s office, mid from the man whom
ho placed in charge of his orders and supplies. it is not signed
by i.ir . Hamilton, but the routine can bo easily , identified with the
.orders bearing Hr. Hamilton's signature enclosed herewith, ffe
have added to- this invoice in excess of tin material covered by
:.ir. hamilwonVs. list, one' (1) foot Treadle Phonograph. I enclose
IiereiTith Col1, Gouraud's letter under date March 20tli, 1389, ac-
Imowledging receipt of this machine'.

-7-

INVOICE, DHOW 10-th, 1839 . . §1B'.09

1 have no specific order for thirl. It l-as boon customary
for mo during tin progress of my wor2: in connection with phono -
gresn blanks, to oond Col-, Oourand- a supply at different intorvalo.

I liavo had various kinds of those as they have advanced towards
creator perfection, and Col, Gourmd's repeated re quae to for me to
koep him supplied -with anythin!? now, hilly justified me in sending
a;id hilling him with improvements,

INVOICE, HOV y 10th, 133 9 . $53:. 06

I'his is covered by Col. C-fouraud's order Wo. 133, under dato
November 4th, 1339, original of which I hand you to re with,

invoice, nov* i4th, 1339— - 313,30

'.'.’his covers the shipment of ono doaen inimical records and
si:: battory cords chipped to itr-, Connery in r.ioxioo; tin omte i-or
these is contained in a letter from J, H. Ceballon 6 Co,, under
dato Nov, 3th, 1339, handed you herewith, quoting a telegram roc'd
by them from Mr. Connery, in which he orders these supplies.

INVOICE N0V-, 6th, 1339 - ft?'. 01

This is covered by Col-. Oourand’s order Ho', 122, under date
October 10th, 1839, original handed you herewith,

INVOICE, NOV. 6tli, 1839 - - — ft 46 7. 24

These supplies aro covered by Col. Gouraud’s orders #110 to
113, inclusive, originals handed you herewith.

INVOICE, NOV, 6th, 1339 - $113,23

Theso speotacles wore ordered by cable, vArich is filed at
the Edison Phonograph Works, Their receipt is acknowledged in a
lot tor under date 16th October, 1889 from Col. G our aud's Manager,

uncle i'

;inal

INVOICE, NOV'. 30th, 1009 -

Chin is fop 2D0 knives ordered
testa Oct ebon 20 th, 1809, orig

with.

INVOICE, OCTOBER 23th, 1889 - yd-'i.oO

'iliis co vo PS supplies ordered by Col. Gouraud i'or shipment to
Brazil, to his Agent, .in, Souza. I enclose hoyovith lotto p from
J. L. Young, Ool, Gouraud's ass istant, under dato October 9th, 89,
which accompanied this ovdor ,

INVOICE, 001', 22nd, 1339 - — -§51.70

Shis invo ice covers Epoadlo Phonograph shipped •;
nary in Mexico . I land you Iso po with tele gran sent by
and Mr, Pox under date October 19th, 1339, requesting
press instantly treadle machine' complete.

INVOICE, 00E', 10th, 1839 - §193.70,

Ehis invoice covers tv® machines which wore fum
Connery i'or use in connection with his work in Mexico
I lave no specific or dor from Col. Gouraud for these,
Connery was Col. Gouraud's agent, and entered upon hi
a contract which his rcurcsentativo effected with Col

INVOICE, SHP!i
This invoice

i1. 20th, 1839 -

. ia covered by Ool,
id to.

INVOICE, AUC-IUOT loth, lr*9 _

INVOICE, JULY 20th, 1839— _

§408.99
uraud’ a

i'wa.
§20.10
341. OG

#110 ancl 111,

V2iia mate vial wao sent to Ool. Goumid under hin /pnoral

•dor to bo avippliod with anythin now. phonograph blanks and

213108 xrom improvements upon those

IN VOICE, JULY 18th, 1889 -

INVOICE, - JULY 22nd,‘ 1839 - ...

INVOICE, JUNE 11th, 1839 _ — -

previously s

- $511.02

- >32 9. 11

- §120.03

snt him.

About :.t£’.y, 1009 1 lad improved the phonograph itsolf and
advised Cel. 0 our and of this fact, telling him I would send him
some of the now machines. On the 22nd of June, 1889, he wrote to
mo no foliovm :

"Tho "City of Paris" has been in for throe- days, but
wo have not yet received the now phonographs, for
which wo are waiting Moat anxiously," *

I h-and you herewith this original loiter, and I desire to
state at this point that tho same letter will clearly show tint
Col'. Gouratid was making practical uao of the machines and material
forwarded to him Ixs fore thoso later' improvements appeared. He
adds a postcript to the oomnunioation in question, of which the
following is an extract: .

”1. havo ono-lialf of tlie old phonographs in actual uao h
tho office, whoro tliroo or four people arc constantly
writing from their dictation. The others are in the
hands of people talcing thorn apart and putting thorn to-
gotlior, qualifying themselves as exports to go abroad
with the machines when I have them to send."

1'lie instruments whose arrival he anticipated on the "City of
Paris," rfaich reached London 19th bmc, I was unable to forward

until about tho llth oi' i\0£ ami believed t’at they had boon
carried by tno "City 01’ Paris • “ 71© first of tho so is covered

by Invoice <iuno Urn., 1 '.JO, ..125. 03^ and the second, by Invoioe
Only Mintl, 1000, '2320.11. The invoico oi* July 13th, 1339, 351.02,
mentioned above, covers supplies i'or those 0t» instruaonta.

INVOICE, JULY Cth, 1339 - - ;)g.74.

1’his is covered by Col. Com* aid's order Mo. 79, original han¬
ded you Isorewitl'i.

INVOICE, JUNE 2.1 th, 1339- . &}.$»>.

She date oi thin invoice should bo July 26th. X inclose
herewith Col. Gouraud's letter to me undor date July 6th, en¬
closing papers to bo legalised. This invoico covers money dis¬
bursed in my office for that purpose.

INVOICE, JUMil 26th, 1889 - 39.87

This is covered by Col, Ciouraud's order Ko. 58, dated Juno
15th, 1839, original handed you horowitli.

INVOICE, JUKE 20th, 1359 - >019.29

This is co verod by Col. Gouraud's order Mo. 51, undor date
i.'iay 31st,. 1839, original handed you herewith.

INVOICE, April 17th, 1839 - 32.67

I enclose harewith Col. Com- and ' s letter under dato March
30th, 1339, in rogard to legalization oi* certain documents re¬
lating to nsjjfctxH dtiKiscsjnis Indian Patents, in connection v/ith
which this eburgo is rnado ,

INVOICE, FEB. 25th, 1889 - $109.41

Theso phonograph blanks wero sont undor Col. Gouraud's.

General Order a for supplies. I enclose herewith his letter
under date 26th March, 1039, acknowledging the receipt of the
goods,

KTVOICK, 002* 6th,: 1883 - «!ai.63

II'JVOICE, 3ZEB. 23rd, 1389. — - - '56.65

23-jo first of those is covered by S& Hinnilton* s list; the
second was added to his list, and neither sliould have., therefore,
been billed separately. I have sent Col. Gouraufl a credit mono,
for thdsfi amountd-

INVOICE, JUliY 25th, 1008- - $16vl0

21iio covers the cost of legalisation of powers .of. attorney
for use in connection with Patents in ilelbonme and .New Zealand,

1 liaiid yon herewith Col, Gouraudls. letter. under dato 14tli July,.
1333, with which the papers were enclosed;.

2ho invoices of June 19th, 1333, $25.00, aid Juno 15th, 1333,
$95.75, are pe'rsonal matters, which need npt be discussed here-.

You will see from tlie above, that with the exception of an
amount less than $450, credit memos for which have been sent to
Col'. Gouraud, the. material invoiced to him upon the bills in
question is not only covered by his general demands, of which his
correspondence supplies abundant ovidence, but by far tlie larger
portion of it is embodied in regular requisitions issued from his
office.

But to go at once to the point, I claim tliat my right to bill
Col1. Gouraud with 6SX8 material sent him from the comircncemont of
his relations with. me in connection with the phonograph, does not

have bo<

received from hi3

st ^Ipon ouch clot ailod ordors as
fico, hut is derived primarily from his reposted demands for
relies, a few of vihiob' I have- quoted in this letter, and many
•’0 of which arc in my files.

[ATTACHMENT]

Orange, II, J. March 17th 1890.

Major S. B. Eaton,- -

No, 120 Broadway, Not/ York City.

Dear Sir: -

In further reference to your letter under date of lath
instant, enclosing copy of Col. Gouraud's letter under date 11 th
instant, in regardbto bills y/hioh I have rendered against him, and
in Y/hioh he enumerates a number of reasons why these bills should
not be paid at the presant time. I v/ill answer those in the ordor
in v/hioh they occur in his communication.

FIRST. Col. Gournud states that none of these invoices have beon
previously rendered, but fails to note the fact that lists of the
material covered by each shipment were forwarded to his office at
the time the shipments wero made. The greater portion of this
material v/as fhrnished on regular routine requisitions received
from Col. Gouraud's office, and it is to be presumed that when the
material arrived in London it was checked with the original orders
Yfh ich had beon issued for it and against the lists which wero sent
from hero. We have never received any complaint of shortage on
those requisitions. What Col, Gouraiid did not reooive, were
priced invoices.

SECOND. I acknowledge the receipt of Col. Gouraud's reply,
stating that the account Y/ould have his attention Then he returned
to London.

THIBB. The letter and documents which acoompany this com¬
munication will prove clearly that Col. Gouraud is in error when
he states that none of the articles referred to in the invoices
were ordered by him, except to the value of $1,000 to $1,500.

[ATTACHMENT]

Major S. B, Mat on.

March 17th 1890.

P6BRTH. The supplies sent to Mexico were furnished to Col. Gou-
raud s agents. I refer to this matter more specifically in the
accompanying letter.

Col, Gouraud states,. that quite a number of these items are for
machinery designed for the manufacture of phonographs in Europe.

I never sent him any machinery for the manufacture of phonographs.

I sent him machinery to the value of about $800 for the nanufacture
of phonograms, but nothing for the manufacture of the phonograph
itself. I havo sent Col. Gouraud a credit memo, for the phono¬
graphs taken to Europe by Mr. Insull. The Phonographs and sup¬
plies sent to the International Graphaphone Company were furnished
on Col. Gouraud' s order, the original of which is enclosed with
documents handed you herewith.

Col, ucruraud states that of the goods ordered by him _ all or

nearly all-are of very recent shipment, mostly since his arrival
in this country. I would call your attention to the feet that a
division of the Statement of Account will show that all material
except to the value of about $800, was furnished prior to the 16th
of November last.

So far as my request for a settlement of this account is con¬
cerned, I do not think that I was unroasoneb le in assuming that the
material forwarded to Col. Gouraud and covered by these invokes, ft
had been checked with the requisitions issued in his office, which,
as I said before, covor the greator portion of my bill. Any sup¬
plies not covered in this manher were the subject of correspondence
between Col. Gouraud and myself, and so far as I am concerned, are
readily identified from memory.

The records which I hand you with this letter will entirely
refute Col. Gouraud' s charge that many of the items are an "After¬
thought." Col. Gouraud' s contract with me commenced in 1887, and

Major S.

and it i
material

[ATTACHMENT]

B. Eaton,

March 17th 1890.

’’ '■“-for., rot -rone. th« I MUinj him with

"as far back as 1888."

[ATTACHMENT]

Ho, ISO Broadway,

How York city.

Dear Sir:-

Clof erring to. two lottorq which I wrote you undor dato
17th anbtant* in regard to Ool, Gourond's account, t!o Edison
Phonograph YforJa have this morning liandod mo two of Col, Gourerad'o
original ordors vhloh- should havo boon enclosed with ny cocKugii-
cat ions above rofoi»rod t'6. Thoy re lata to items in tl» Conrand
account as folio wr>:-

Invoice, Gov, Oth, 1009- - — ('.110,20

Enclosed ploase find Col, Gouraad'o original order no, 11.0, under
dato 3opt, ftjist, lS3Qr covering this shipment.

Invoice, Oct, SGth, 1GC9 - — O-ii.bO

Please find enclosed Col, Oouraud'o original order Ho. 2G4, undo r
dato Oct, oth, 1339, and postal card signod by J. Ionia Young, Col',
Gousond’o Ltanogar, not dated by him, but bearing London Post Ofi'ico
qtarap Oot, 10, 1309 and How York P. 0. strap Oct. no, 1309, which
togo-thcr with the last mentioned or dor covers 'shipment roforrod to
in this invoice.

Yours very truly.

(Signed)

Thomas AU Edisi

■■ i n u t o a of a iSP-iCIAL LIHK'i'r.TO of the BOARD 01’

hold at tho Laboratory of . r. vhomao A. .kiison, Oran„:o, f. J.,
on Yfodnooday, march 19th, 1090.

Prososvfc. '.taaowt- i'hoina3 A. Edison, Chariots Batchelor, Sara‘1.
Ins nil, and Alfred 0. fate. Llr. liaison in the Oliair.

Hi1. Batchelor, [seconded by ; a'. Innull, presented the fol¬
lowing ro [solution, and moved its adoption:

"RESOLVED, tlat tho action taken by this Board at tho moe -is iiy;
hold at ITobokon, on tho -i-tlj »day of March, 1390, bo and tho
sane is hereby ratified, and that it is tie oonoo of this
Boat’d tlsat tho Capital Etock of this Company should bo in¬
creased as provided for at that mooting, that is to say, from
$300,000 to $000,000, and tlsat this Board hereby approves all
stops tlsat have boon taken in that regard and hereby ins t wots
tho Officers and Counsel of tho Company to immodiatoly take
such other steps ass may bo noeossary to increase tho capital
stipe k of tho Company as aforesaid; and bo it further

RESOLVED, tlsat tho distribution of the said incroasod capital
of $300,000 hcrotoforo provided for, that is to say, $92,000
oi' tho ro about, be paid in oxchango for the pr oporty of the
International! Grapliophono Company, also $52,000 or thereabout,

to 1» ■ Btibaoribod for .by. Ur.. .Toooo Heligman and— as-aocl-a-taa. _

,~a.W fra on, fully paid, under
and pui’suant to his contract with tlse Company is also hereby
ratified and approved."

[AN IDENTICAL AGREEMENT OF THE SAME DATE WITH SAMUEL INSULL HAS NOT BEEN FILMED]

AGREEMENT made this day of April,

1890, by and between THOMAS A. EDISON, of Llewellyn Park,
State of New Jersey, of the first part, and CHARLES BATCHE¬
LOR, of the City, County and State of New York, of the sec¬
ond part .

WHEREAS, the said first party is the owner
and holder of 12,500 shares of the capital stock of the
Edison Phonograph Toy Manufacturing Company, a corporation
created and existing under and by virtue of the Laws of the
State of Maine, the said shares constituting one-eighth of
the entire capital stock of the said Company; and

WHEREAS, under the terms and provisions of a
certain agreement made and entered into by and between the I
said first party and the aforesaid Edison Phonograph Toy j
Manufacturing Company, bearing date August 6th, 1889, and
more particularly of the eleventh section thereof, the said j
first party, or, in case of his death, his executors, as- |
signs or legal representatives, are entitled to one-eighth j
of all future increases of the capital stock of the said
j, Edis0n Ph0*°graph Toy Manufacturing Company, ovep and above1
its present capital of One million dollars, in fully paid !
and non -asses sable shares, whenever and as often as said
capital stock may hereafter be increased, provided the said
first party, or his said executors, assigns or legal repre¬
sentatives, shall have uninterruptedly held at least one-
eighth of the^lntire capital stock of sa# Edison Phono-

graph Toy Manufacturing Company, as it stood prior to such
several increases, the said provision being fully set forth
in said agreement of August 6th, 1889, reference to which
is hereby made for greater particularity; and

WHEREAS, the said first party proposes to
preserve intact his said right to one-eighth of all future
increases of the capital stock of the said Edison Phono¬
graph Toy Manufacturing Company, but desires and intends
that the said second party hereto shall receive the divi¬
dends and profits arising from 1250 of the said shares of
stock held by him as aforesaid, although he, the said first
party, is unable to transfer or set over said stock, or any
part thereof, to the said second party or in any way to
divest himself, the said first party, of the title to said
stock, or any part thereof, by reason of the aforesaid con¬
ditions and limitations in said agreement of August 6th,
1889, contained, which conditions and limitations the said j
first party is particularly desirous of recognizing and
conforming to;

NOW, THEREFORE, in consideration of the
sum of one dollar by the said second party to the said \

first party in hand paid, the receipt whereof is hereby ac¬
knowledged, and of other good and valuable consideration,
it is agreed as follows, to wit:

FIRST. The said first party hereby covenants !
and agrees that he will promptly assign, transfer, and pay |

2 j

over unto the said second party, all and every the divi¬
dends, benefits, profits and rights of every kind and na¬
ture whatsoever, hereafter accruing to him, the said first
party, upon the said twelve hundred and fifty (1250) shares
of the said stock of the said Edison Phonograph Toy Manu¬
facturing Company, and all and every the dividends, bene¬
fits, profits and rights of every kind and nature whatso¬
ever, hereafter accruing to him, the said first party, upon
such portion of any and all future increase or increases of
the capital stock of the said Edison Phonograph Toy Manu¬
facturing Company, as may be fairly and properly apportion-
J able to said 1250 shares of said stock, to whatever extentn
this may be possible without divesting himself of the title :
to said shares themselves, within the meaning of the said
Eleventh section of said agreement of August 6th, 1889, in
so far as the said section requires the said first party,
his executors, assigns or legal representatives, to hold
uninterruptedly One-eighth of the entire capital stock of
the said Edison Phonograph Toy Manufacturing Company (in-
eluding increases), in order to entitle him or them to the j
percentages of such increases provided for in the said
; Eleventh nation, ^ being distinctly understood and agreed;
that nothing herein contained shall operate or be deemed to1
operate to interfere with the said uninterrupted holding by
the first party, his executors, assigns or legal represen- I
tatives, of one-eighth of the original capital of the said j
Company and of all future increases thereof. j

SECOND. It is hereby further understood and
agreed that this agreement shall be binding upon and accrue
to the benefit of the executors, administrators and legal
representatives of the respective parties hereto, and shall
remain in force so long as the said first party, his execu¬
tors, assigns or legal representatives, continue to hold
uninterruptedly one-eighth of the capital stock of the said
Edison Phonograph Toy Manufacturing Company, unless sooner
terminated in accordance with the provisions hereof, pro¬
vided, however, that should the said second party at any
time leave the service o'f the said first party, or cease to
be associated with the said first party in the business
enterprises in which the said first party now is or may
hereafter be interested, by reason of the death of the said
second party or otherwise, the right of the said second
party to participate in the benefits and advantages accru¬
ing from any further increase or increases of the capital
stock of the said the Edison Phonograph Toy Manufacturing
Company, made subsequent to that time, shall thereupon and
at once cease.

THIRD. It is hereby further mutually under- .
stood and agreed that, in the event of the death of the
said second party, the said first party, or his legal rep-
resentatives , shall immediately after such death or at any i
time thereafter have the option and right to demand that an
appraisal be made of the value of the then interest of the |
said second party, in the said stock, by an appraiser to be j

agreed upon by the said first party, or his legal repre¬
sentatives, and the legal representatives of the said sec¬
ond party, or if the said first party, or his legal repre¬
sentatives, and the legal representatives of the said sec¬
ond party are unable to agree upon such appraiser, by a
board of three appraisers, one to be named by the said
first party, or his legal representatives, one to be named
by the legal representatives of the said second party, and
the third to be named by the two so chosen, the determina¬
tion of a majority of said appraisers to be final and bind¬
ing, and the said first party, or his legal representa¬
tives, shall have the option of acquiring the said interest
of the second party, and of thereby cancelling and termin¬
ating this agreement, by paying over to the legal repre¬
sentatives of the said second party the value of such in¬
terest so determined as aforesaid, and the said legal rep¬
resentatives of the said second party shall, upon the re¬
ceipt of the amount for which the same has been appraised,
thereupon reconvey and retransfer to the said first party,
or his legal representatives, by conveyances good and suf¬
ficient in law, all rights hereby granted to the said sec¬
ond par ty .

FOURTH. It is agreed that nothing herein con¬
tained shall prevent the first party, or his legal repre¬
sentatives, as the case may be, (a) from at any and all
times voting on all of the said 12,500 shares of stock
herein referred to, in such manner as he or they may deem
5

best

I

S

or (b) from selling or otherwise disposing of all of
the said 12,500 shares of stock herein referred to, or any
part thereof, at any time, in such manner as he or they may
consider best for his or their own interest and that of the
second party herein provided for. It is, however, further!
agreed that if at any time hereafter the first party or his!
legal representatives should sell, transfer, assign or in
any way dispose of the said 12,500 shares of stock of the
Edison Phonograph Toy Manufacturing Company, or any part
thereof, he or they will immediately thereafter either as¬
sign, transfer and pay over to the said second party, or
his legal representatives, one-tenth of all and every the
benefits, profits, and advantages accruing to him, the said
first party, or his legal representatives, from the sale,
transfer or disposition of the said 1^500 shares of said
stock in which the second party is interested as herein set
forth, or will transfer and set over, or cause to be trans-
ferred and set over unto the said second party, or his
legal representatives, such a number of the shares of the
said stock (but not exceeding 1250 shares thereof) as shall
be equal to one-tenth of the total number of shares sold as !
aforesaid, it being at the option of the first party or his !
legal representatives, either to pay for one-tenth of the j
proceeds of sales as aforesaid or to deliver one-tenth of !
shares of stock as aforesaid.

It is further agreed that in the event of the liqui- j
dation of the said Edison Phonogram Toy Manufacturing Com- j

agree-

pany for any cause, during the continuance of this
ment, the said first party or his legal representatives
will immediately assign, transfer and pay over unto the
said second party, that portion of the assets of the said
Edison Phonograph Toy Manufacturing Company, or the avails
thereof received by said first party or his legal repre¬
sentatives and fairly and properly apport ionable to the
said 1250 shares of said stock and all increases thereof in
which the said second party or his legal representatives
may be entitled to an interest hereunder.

IN WITNESS WHEREOF, the parties
hereto have hereunto subscribed their names and affixed '
their seals, at the City of New York, on the day and year
first above written, this agreement being for convenience 1

Witness to Mr. Batchelor:’

23— DISCHARGE l

I That a certain^!. ORTGA GE leaving date the

I - day ofJZ^y^ - in the year of Our Lord Om

Thousand Eight Hundred and /S-d /ZAsCC - made, d eie til’

/CL. /f^jL^rxJ- _ _ _ _

and SLOC-O~r cLt °f the-f^fa tJLsfci’of the County of

in Booh fab) / «?V of ^Mortgages, page^t onthe ^u^yifTLLt^, u\

dag - lsfr(o,ul cf . SO o'clock'/^ M., is jxtid and satisfied;

and vf&L' do hereby consent that the same muy hejdischaryed of Record, ;|

Dated ^ day of IS ^ O .!

^Witness ‘ 0 Us> n-a^^c£— *'*■*< /L ;!

*“• wr^^_ Vid&jL "u^H^c ^ \

U/Wu ut 0/C c/w-e\- oJOL. <5rO, J^mk.

^ % wS'" . 0.. >• G cn/vs&a&i.

^ % 'u/Ss* . (X - C </i/vs$va&A».

ffijJt&flKCmlWflt That on. this jay ;

of - m the year of Our Lord One 'Thousand Eight Hundred \

and. r/LcscAUJCif, - before me _ _ _ _

persoiu^ Au djUL+xJ dv (^tryddtJ^ n /? j!

^%4-e- °J ‘j Ojt: diLn^-fU, j/\0<K>A. J

flJoJ^U Y-\Qf\ ^ at / ^ C

who, I am satisfied i-4 the person mentioned in the foregoing Discharge of Mortgage,
to whom. I first made known the contents thereof and thereupon 'fijLs acknowledged

that KJO signed, sealed and delivered the same as eLiIaj voluntary act and deed
for the uses and purposes therein expressed. v i

d delivered the same as fLu, voluntary act and

/ ^ 4llt That

- day of O.

Thousand Eight Hundred and efi&Tj /d^

cM^cu, o/. $oUjL,t

•ertarn MORTGAGE hearing date the

y - in the year of Our Lord One

- made and executed by

and A/AlurT-o(jL oty in the office of the cA-&rof the County of

■in Eooh /?- of Mortgages, paged /M, / 3 3, /3%/Jjoii the

% nf^wUo^. lsPk , at o'clock ~$M., is paid and satisfied;

and 'lA-LS do hereby consent that the same may be discharged of Record.

Dated ? day of 18^0

Witnt&s: Q-u^~ ^ cu* cL ^t/Nfo n X

OiA/wi/ia C. u\s\a\ oJUU- jril
M 'U/v- CL. Cl caa^TcOA,

of QAaJJj-

tCfjCXT. That on this day

n the year of Our Lord One Thousand Eight Hundred

personally appeared <fyu oLeyi^cA CU ( ^Ai^ZfoL^SL ✓?

y (rj £>nU gjl. ^2 rt-t*A-feL,

who, I am satisfied l*C the person mentioned in the foregoing Discharge of Mortgage,
to whom I first made known the contents thereof and thereupon acknoivledged

that JUs Signed, sealed and delivered the same as *-JUaL> voluntary act and deed
for the uses and puiposes therein expressed. ^

Mew York City, April 28, 1890.

ir.q.

.0 i'.ai lvray Company hi fclio Uni tocl
land you annexed horoto tin; foil r win

to assign inventions. Analysis of.
tc. made, by mo April ZC,- ISOO*'
i.ir, Edison and Mr. yield. Analysis
racta^mada by Mo April 20, 1890,
Stock. Analysis of all existing con-
mil 20, 1890.

i mo to the Edison General Electric
L 28, 1890, go Wing forth certain do-
iO separation of the Edison and field
. d Railway Corap any.
j final agreement of separation, Thi
ift of this agreement and probably
.ered before execution, hut it in-
separation as arranged by Mr. J .hood

i bunch of documents array among your

[ATTACHMENT]

AGREEMENTS to assign INVENTIONS.

April 26th, 1883. Tho agreement for the parent Company
provides that Edison, Eaton and the Light Conrpany shall
transfer all inventions applicable exclusively to elec¬
trical propulsion on railways, for tho United States, ex-
copt Elevated Railways in tho City of New York, and all
machinery, railway equipment, implements and other plant
used fbr developing tho some. Mr. Edison's future in¬
ventions cade prior to January 12, 1886, _ woro also to bo
! assigned, to the above extent.

Way 18th, 1883. Assignment of Patents anl inv^tions by
Mght Oo. and Mr. Edison. This covers letters Patent
! alr0ady nrantod delusively applicable to electrical pro¬
pulsion on railways (Schedule A), also applications ex¬
clusively applicable to railways (Schedule 0), also Pat-
onts which are applicable both to railways and to other
purposes (Schedule B).

I March 6th, 1884. This agreement anulled the agreement
| of April 26th, 1883, for electric railways find enlarged

I th° °th9r acr0°n"mt *«"* ^te so as to include; elec- j
j: trie railways. j

:j ^ oaroful t0 covenant that no licenses had been

I RlVen‘ In the propoBed agreement between the Railway o0.

, and the General Go., I should insert a covenant to that

[ATTACHMENT]

©

effect. I find that Moadoworowft wrote me under date
February 19, 1885, that a oontraot was about to be exe¬
cuted with the Manhattan Elevated Railroad Company and
with oertaih parties who would ontor into the new Amori-
-■ can Electric Railway Company. Possibly those contracts
were executed. At any rate, I should insert a covenant
that no licenses have been granted, and also find out
whether those contracts include a license. I believe
that the resolution of tho Manhattan' Company was passed
on January 8th, 1885, and that it can be found in the
MinuteB of our Rloctrio Railway Company of that date,

; rirant inn tho use of tho Sooond Avenue struoturo. There
is a report in our Minutes of January 8th, 1885, showing
that this would cost §53,000, and it was for the purpose
of' raising ihis money that, the hoard decided to sell
5,000 shares of the Treasury stock in the hands of the
Trustees at fifteen dollars a share.

January 15th, 1885. Letter from Mr. Eaton to D. D.
Field, discussing unfinished matters and contracts yet
to be drawn. The same subject matter is virtually cov¬
ered in his lottor of February 14, 1885, mentioned bo low.

j| February 14th, 1885. Letter from 8. B. Eaton to D. ».

|f Field. Eaton advised tho execution of two certain agroe-
ments, which wo afterwards executed under data of Febru-

: ary 24, 1885, referred to below.

[ATTACHMENT]

0

©

February 24th, 1885. Agreement between Field, Reed,
Edison, Eaton and the light Company, annulling the Elovat
ed Agreement of April 26th, 1883, also giving t,o the
parent Company, by enlarging its agreement of April 2Sth,
1883, all which would have gone to tine Elevated Railway
under the said lessor agreement. The third section of

this agreement ia a general release inter sese toiiohing
said Elevated Railway Agreement of April 2Sth, 1883'. -

February 24th, 1885. Agreement between light Co., Edi-
spn, and Electric Railway Company of the United StateB.
This agreement refers to tho .license Agroomont of May 18,
1883, and more particularly to Section 3 art Section 6
thereof, whereby the light Co. art Edison made reserva¬
tions in behalf of the Elevated Railways in Jlew York
Oity. Tho agreement then goes on to provide that those
reservations are to bo cancelled, art modifies the said
agroomont of May 18, 18.83, by ccnceHing all reservations
touching Patent Rights, licenses art Inventions as to
said Elevated Railways, and giving the Electric Railway
Company of the United States all rights to the United

States.

[ATTACHMENT]

©

REIMBURSING MR. EDISON AND MR . FIELD.

April 2G1>h, 1883. Parent Company. See. X provides
j that out of $500,000 of stook reserved for working oapi-
I tal, $10,000 shall be used for development, and that
after this, Edison and Field shall be reimbursed (See.

VII) to an extent not exceeding $5,000 for Mr. Field and
$60,000 for Mr. Edison. All proceeds shall bo used to
make these payments until they are paid. After that the
proceeds of the sale of stock shall be disposed of as the
Directors may from time to time determine. j

| May 18th, 1883. Mr. Fabbri executed a declaration of j
j trust, agreeing that after paying $10,000 to the Company j

j f°r itS °Wn U808’ the na« maney realized from the sale j

| of the trust stook of 5,000 shares, should be used to re- I

| imburse Mr. Field and Mr. Edison. j

j 6th’ 1884, This aeroem nt increased the first stock |

| reserved for working capital, from 5,000 shares to 10,000 j
! 8hares* and Provided for the sale of stock to realize j

$150,000, at not less than $15. a share. Edison was a !

Party to this agreement ' , but there is nothing in the , j

agreement altering the old toms about his being reim-
bursed.

15th' 18S6- S75,000
"* - *■» 1. to 0„ trl>1

[ATTACHMENT]

s ©

experiments . The reimbursement of Edison and Field was
postponed until after this disbursement . They are par¬
ties to this agreement. 1 find that this agreement was
actually exeouted on January 15th, 1885.

January 15th, 1885. letter of instructions to Christen- i
sen, KdiBon and Field join in signing this letter and
consent that the payments to bo made them may be post¬
poned until $75,000, being the proceeds of the proposed
sale of 5,000 shares of the Trustee Stock, are paid to
the Railroad Co.; and the Railway Co. makes a similar
consent as regardB its $10,000.

January 18th, 1885. The Board passed a resolution sub- I
stituting Christensen as Trustee in place of Dimon, and
the record shows that Edison, Field and Baton assented. I
Reed was absent from the City but I think he assented
afterwards. J have a copy of this resolution. 1

February 4th, 1885. Agreement between Edison and light
Compqny, This agreement annuls the provisions of the
agreement of January 12, 1881, as to railways. Sec. S
provides that as regards the stock in the -Electric Rail¬
way company of the United States, two-thirds shall go to I
the light Co., and one-third to Edison, and If the" stood ' j
bo exchanged for tether stock, the same division shall :
obtain. sec. 4 recites that as regards $16,000 for ex-
penses due Edison under Sec. 2 of the agreement of Jan¬
uary 12, 1881, $15,000 was paid on June 30th, 1881, and

[ATTACHMENT]

®- ©

! raison waives the remaining $1,000. Sec. 5 recites that
| th0 exa°t amount clue to Edison under See. 7 of the agree¬
ment of April 26th, 1883, with Field et al, is $60,407.87
in which the interest of the Light Co. is $22,236.83 and
| the interest of Edison is $38,261.04, and when any pay-
| ment iB mado 8h«H to® divided in the above proportions
nineteen-thirtiethsto Edison and el even-thirtieths to the
Light Oo. Sec. 6 refers to a provision in the Second-
Section of the agreement of January 12th, 1881, providing
for the payment of another like sum in cash to Edison out
' of the net earnings of the then proposed Railway Co.* and
| provides that so long as the joint interest of the Li#it

j C0’ Snd Kdlstm ln stock of the Electric Railway Com- j

pany of the United States as detewnined in Boo. 3 of this i
; agreement of February 4, 1885, remains undivided, this
j second payment of $16,000 shall be a lien on the said un-
| dxvided J°int interest and on all dividends therefrom, j
but if the stock is divided, that is to say one-third to
| Mison and two-thirds to the Light Oo., this second pay¬
ment of $16,000 shall follow the Certificates in the same
proportion, that is to say, Edison shall assume §5,333.33
and the balance shall be a lien on the Certificates de¬
livered to the Light Co. and on the prooeeds and divi- j
dends.

May 81st, 1885. Letter from the Light Co. and Cyrus
Field to Mr. Christensen. On May 4, the Board of the. .
Wght Co. passed a resolution directing its officers to j

[ATTACHMENT]

©

©

| 8isn a lGtter Jointly with Mr. Field, asking Christenson
to reloaBe the 5,000 shares of stock that have been sold.
Unfortunately we cannot find a copy of the letter which
appears to have been written on May 21st. Probably it
| was merely a request to Christensen to release 5,000
| 8harea °f stock which had been sold for $75,000, Mr,
Hastings writes me April 25th, 1890, that he canot find
this letter.

March 2nd, 1886. n Agreement between Field, Rood, Edison,
Eaton and Light Company, for distributing 15,000 shares
| of stock. This agreement incites that the stock is now
I held’ on®-hnlf in block, one-barter in the hands of
j as Trustee, and the other one- quarter has

j b8en S°ld 38 arranSe*’ and that it is now intended to .

| d8llVer 1>hG 10‘000 held in block, to the parties

| entitl9d thereto, and to have the said 5,000 shares that

| were sold, delivered immediately, and this agreement .

j thei’0fOre ^videa that all of the stock' except the 5,000
j shares held in trust by Christensen, mshall be at once do-
| livered to the parties entitled thereto.

I

[ATTACHMENT]

9

THE TRUSTEE STOCK.

April 26th, 1883. Parent Company. one quarter of the
stock ($500,000) shall be reserved for working capital.
0\vt of the proceeds, $10,000 Bhall be used for develop¬
ment. next, Mr. Edison and Mr. yield are to be reim¬
bursed pro rata. After that, the proceeds shall be dis¬
posed of by the Directors. The balance of the stock
($1,500,000) shall be deposited with a Banking Company
under charge of a Committee of three, forming a Pool, and
receipts shall be issued for such deposit. This Commit¬
tee must be dissolved within two years, when unsold stock
shall be handed back to its owner.

May 18th, 1883. Mr. Fabbri made a declaration of trust
touching the aforesaid 5,000 shares of working capital.
First, he was to assign 50 shares to the ninth Trustee.
Next, he was to sell under the direction of a majority of
the Board, stock enough to realize $10,000 for the use of
the Company, also stock enough to realize $65,000 for
Field and Edison, also, thirdly, for other purposes of
the company, and, lastly, to use or divide the rest under
the direction of a majority of the then Board, as request
ed in writing by them. on May 19, 1883, o. T. Christen¬
sen was substituted for Mr. Fabbri, by consent.

[ATTACHMENT]

• *

March 6th, 1884,. This agreements erased the Elevated
Railroad exception from the parent Company Agreement of
! April 26, 1883. It further provides that one-half of
I the stock, instead of one-fourth, shall be reserved for
J working capital. The Third Section reoltes that the'
j provision for pooling the stock under Sec. 11 of the
j agreement of April 26th, 1883, has never been carried out
| but the stock has been deposited with Charles Dimon as
j Treasurer of the Railway Co., in trust for the parties in
whose names the cortifioates were drawn, also that the
stock shall be kept by Dimon or by such other Trustee as
the Directors of the Company may with the consent of
| Field, Reed, Edison and Eaton, or any throe of them, des¬
ignate, also that this trust stock shall be distributed
Just as soon as enough of the stock reserved for work¬
ing capital has been sold to net $150,000. Sec. 4 pro¬
vides that the 10,000 shares of working ca;>ital may be
sold under the direction of a majority of the Board at
not less than $15.

January 15th, 1885. This is between Field, Reed, Edison
Eaton and the Eight Company. My copy is apparently cor¬
rect, but I am not certain. This agreement provides
that 5,000 shares of the stock reserved for working capi¬
tal shall be sold at $15 a share, one -half to be offered
to the Field interest, and the other one-half to the Edi¬
son interest. This was done by the Edison interest, as I
appears by printed circular of January 10, 1885, and

[ATTACHMENT]

ft

ft

| printed form of subscription. Certificates of Stock
| are not to be delivered for the present. The proceeds
| of the sale have been deposited with D, M. & Co., and to
j be expended under the direction of the Committee for
I trial purposes. Under Sec. V the reimbursement to Field
! Qncl Edison areppostponed to the ^ disbursements herein pro-
! vidod for.

January 15th, 1RS5, Letter from Mr. Baton to I), n.
Field, containing draft of proposed instructions to
Christenseniji which 1 believe were afterwards Given; re¬
ferring also to proposed agreement between Field, Reed,
Edison and Eaton which was also executed as of January
15th, 1885 j and referring to various Unfinished matters,
the letter coeo onto say that all certificates of stock
should bo returned and cancelled, and that new Certifi¬
cates shall be executed in their place. Eaton's copy
of this letter contains the notesmade by him and Mr.

Deyo, touching tills matter of issuing new Certificates,
and Eaton has among his papers a pencil report on sheets
of yellow legal cap, showing how he and Deyo adjusted the
mistakes about Stock Certificates, This letter also re¬
cites corrections to bo made in the Book of Minutes,
which appear to have been made. it refers also to re¬
leasing 2,500 shares of stock belonging to Reed and Rog¬
ers. Sec. (8) of the letter refers to the license from
the Light Oft. fro the Railway Co., f.or. the use of the dyna¬
mo in railway matters, but had never been prepared and
executed up to that time, and Sec. (9) refers to the fact

[ATTACHMENT]

© ©

that, the Patents of the Light Co. had never been deliver¬
ed to the Railway Co., which I believe was done immedi-
j ataly afterward. l’his letter was followed up by a sub-
j s<J<JU£mt letter from Mr. Eaton to 15. D. Field, dated Feb-
j ruai’y 14, 1885.

January 15th, 1880. Instructions to Christensen from
the entire Board, with the approval of Edison, Field, the
Electric Railway Company of the United States and Mrs.
Rogers. This letter relates to the Fabbri Trust stock'
of May 18, 1883. It directs the sale of 5,000 shares at
$15 a share, one-half to the Edison interest and one-half
to the Field interest. It gives the form of receipt.

It directs that the proceeds are to be deposited with
D. M. & Co. to the order of tho Railway Company. No
transfers are to be made except on the joint request 'of .
the Light Company and Cyrus Field. It provides that ’.the
old provisions of the old trust of May 18, 1882, shall be
postponed so far as the $10,000 payment to the Company,
and the $65,000 payaents to Field and Edison, are con- •
earned, that is to say, shall be postponed to the extent
of this proposed sale of 5,000 shares of stock.

January l6th, 1885. Ihe Board of the Co. ^

Chrt»,.mon „ Irustoo ln —

Of M„„. Ml.m, K.Id Btcn b8teg

away,

-4-

[ATTACHMENT]

B

I

February 4th, 1885. Agreement between Light Co, and j

Edison. ThiB revises Edison's agreement of January 1$,
1881, as to Electric Railways. Sec, 3 of this agreement
provides that as regards stock in the Electric Railway
Company arising out of the agreement of April 26th, 1883,,
the Light Co. shall have two-thirds and Edison one-third.
Sec, VII provides that if this stock this jointly appor- |

tioned, is afterwards exchanged for other stock, the |

same rate of division shall obtain. ■■ |

February 10th, 1885. Lot. ter from the Light Co. and !

Cyrus Field to Clwistensen, Trustee, directing him how to
transfer the 5,000 shares of stock he was to sell, and
containing forms of Certificates. My copy of this let¬
ter does not bear any signature, and I am not certain
whether it was ever executed or not. But I think it was.
Meadowcroft wrote me on February 19, 1885, that no meet¬
ing of the Board had been held 3ince February 4th, and
that he did not think these instructions had been execut¬
ed.

May 21st, 1885/ Letter from the Light Co. and Cyrus
Field to Mr. Christenson. On May 4th, the Board of the
Light Co. passed a resolution directing itB officers to
sign a letter jointly with Mr. Field, asking Christensen
to release the 5,000 shares of stock that had been sold.
Unfortunately, we cannot find the copy of the letter
which appears to have been written on May 21. Probably
it was merely a request to Christensen to release the ■ I

[ATTACHMENT]

«

I

5,000 shares of stock which had been sold for $75,000.
Mr. Hastings writes me April 25, 1890, that he cannot
find 'this letter.

Maroh 2nd, 1886. Agreement between Field, Reed, Edison,
Eaton and Light Company, for distributing 10, 000, -shares
of stock. This agreement recites that the stock is now
held, one-half in blook, one-quarter in the hands of
Christensen as Trusteq, and the other one-quarter has
been sold as arranged, and that it is now intended to
deliver the 10,000 shares held in block, to the parties
entitled thereto, and to have the said 5,000 shares that
were sold, delivered immediately, and this agreement
therefore provides that all of the stock except the
5,000 shares held in trust by Christensen, shall" be at
once delivered to the parties entitled thereto.

[ATTACHMENT]

New York 01 ty, April 28, 1890.

Edison General Electric Co.,

J. H. Herrick, Esq., Vice-President .

Dear Sir:-

Re Eleotrio Railway Co. of the U. 3. I beg to say
that I have drawn the agreements for the separation of the
Edison and Field interests as directed by Mr. Wright. A
copy of the principal agreement will be sent you by Mr.
Marcus, with a call for a meeting of your Board to-morrow.
Permit me to Bubmit the following explanatory statement:

(1) As to the §60,000.00 to bo paid Mr. Edison,
which the General Co. now assumes, it appears from the

■ aeroom°nt of February 4, 1885, between Mr. Edison and the
light Co., that this exact amount is §60,497.87, of this
the Light Co. owns §22,286.83, and Mr. Edison §38,261.04.
The General Co. now assumes these obligations.

(2) The said agreement of February 4, 1885, also
provides for paying Mr. Edison $16,000.00 which amount is
made a lien on the stock of the Light Co. in the Railway
Oo. Of this amount, one-third is assumed by Mr. Edison,

j leaving two-thirds to be hereafter paid to him by the Light
!; 1 d° n0t underetand that the General Oe. assumes

this indebtedness. Whether it should assume it, is a
question yet to bo decided.

(a) r assume that Mr. Hastings is arranging to have ,
forthcoming to-morrow, the §20,000. in bonds, the 5,000

[ATTACHMENT]

2

shares of treasury slock, and the 7,500 shares of other
stock.

(4) We turned over to the Railway Co. not only our
patents, but also our equipment of Electric Railway mate¬
rial of various sorts. This included whatever there was
at Menlo Park. As I understand it, we aro not to get this
back. If you expect to got this back, please toll me and
I shall provide for it in the agreement, if the Fields con¬
sent .

(5) Touching the alleged claim against the Edison
directors in the board of the Railway Co., fbr conspiracy

i and neglect of duty, none of the Fields will execute any
paper except possibly Mr. Stephen Field. They say that
they have never thought of pursuing our directors, and that
they would consider it an impertinence to us to execute any
paper referring to it. Mr. Stephen Field has thought of
pursuing us, and will execute the paper if we wish.

(6) To-morrow we are to furnish the resignations of j
our members of the board of the Railway Co., namely, Messrs.;
Herrick, Johnson, Hastings, McClement and Trask. At least

;! 0ne of our Sectors should attend the board meeting of the '
■j Railw&y Co* to-morrow, in order to enable them to get a
Jl quorum- ,j;hoir board mooting takes place at 12.30, to- j
ij morrow, Tuesday. j

(7) A meeting of the stockholders of the Railway i
; Co. will take place about the 10th -of May, and all that is |
j: now done touohing the separation of interests will be sub- |

raitted to the stockholders for their aj^roval. j

. . ■ ■ _ _ I

[ATTACHMENT]

§

(s) Replying to your question, nanoly, what author
ity (toes Mr. Rhristonson, trustee, require to justify him
in turning over to the Railway Company, the five thous¬
and shares of Treasury stock hold by him. my opinion is •
that ho requires a letter request ine him to turn the stock
over, said letter to bo signed by Stephen I). Meld, Simoon
0. Reed, Thomas A. Edison, 8. B. Eaton, The Edison Elec¬
tric Mnht Company , and by a majority of the Board of Di¬
rectors of the said Railway Company in office at the date
of said letter. It seems to mo that it will be bettor
to have those Directors consist ontirely of members rop-
nsentin* the Meld interest., The said letter should
bo somewhat as follows:

C- T. Christensen, Esq., New Yo* 01 April 88,1891
floar Sir:-

S Su¬

et sir =s uxz s*iry

Respectfully,

(9) Referring to the resignations of the five
Edison directors motioned above, I believe that each of
thorn hold five shares of stock which they received from tho
Urht Co. to qualify them as directors. Are they to
hand this stock back, or not?

(10) Inasmuch as fto Edison lntorost will Btin

[ATTACHMENT]

I

i

oontinue to hold stock in the sold Railway Company even
after the present proposed deal is carried out, wo should
boo to it that the Minutes of the Board Mooting of tho
Railway Company to bo hold on April 89, should recite tho
fact that the 18,500 shares of stock paid by tho General
Co. on that date, belongs to tho said Railway Company, and
not to the Field interest therein.

(11) You can see from tho above that proper reso¬
lutions should be passed not only by the General C0. but
also by the M** Co. I assurra, that you do not wish mo
to draw those resolutions, and that you would prefer to
have them drawn at tho meetings of tho respective Boards
of the General Co. and the light Co. when final action is
takon.

Respectfully,

General Counsel.

[ATTACHMENT]

ELECTRIC RAILWAY COMPANY
OP THE UNITED STATES.

- and —

EDISON GENERAL ELECTRIC COMPA'

ASSIGNMENT AND RELEASE.

[ATTACHMENT]

—■ E 5 V> E w 'r- niaiie this twenty-ninth day of April, One
thousand eight hundred and ninety, by and between ELECTRIC RAILWAY
COMPANY OF THE UNITED STATES, hereinafter called the Railway Company
party of the first part, and EDISON GENERAL ELEG-tric COMPANY, herein¬
after called the General Company, party of the second part, each being
a corporation created and existing under the laws of the State of New
York.

For value received, the parties hereto, agree as follows:

FIRST.

The said Railway Company hereby transfers, assigns and sets
over unto the General Company, any and all inventions, applications for
patents, patents and licenses thereunder, which' it may have heretofore
received or have been entitled to receive, or may hereafter receive or
be entitled to receive, from a certain corporation known as The Edison
Electric Light Company, or from Thomas A, Edison, jointly and severally,
under a certain agreement dated May IS, 1883, heretofore made by and be¬
tween the said Railway .Company, the said The Edison Electric Light Com¬
pany, and the said Thomas A Edison, or under any and all of the agree¬
ments recited before in the "third section hereof, and under any and all
other agreements now existing, heretofore made between the following
parties, to wit: Stephen D. Field and Simeon G. .Reed, in behalf of them¬
selves and associates, and Thomas A. Edison and S....B, .Eaton,, in behalf
of themselves and associates and including the said The Edison Electric
Light Company.

SECOND.

The said Railway Company further transfers, assigns and sets
over unto the said General Company, its successors and assigns, the en-' '
tire right, title and interest of the said Railway Company, in and to
all claims, both in law and equity, for damages and profits accrued or
to accrue to the said Railway Company, on account of any and all in¬
fringements of the inventions, applications for patents, patents and '

[ATTACHMENT]

licenses thereunder, referred to in and covered by the .foregoing first
section of this agreement or by the third section hereof, and on account
of any violation of or interference with the rights of the Railway Com-
pany in connection therewith, it being the intention of the parties here¬
to that all rights of action of every kind whatsoever arising out of the
aforesaid infringements as well as out of any and all violation of and
interference by any party or parties whatsoever, with the rights of the
said Railway Company touching the aforesaid inventions and patents,
shall be and hereby are transferred and assigned to the said. General. Com-'
pany, with full power on its part to enforce the said claims, but at its
own expense, and to collect and retain any and all damages therefor.

THIRD.

The said Railway Company here-by releases, the aforesaid Thomas
A. -Edison, S..B. Eaton, and the said The Edison Electric Light Company,
jointly and severally, from ‘any and all obligation to assign any invent
tions, applications for patents, patents and licenses thereunder, an- '
der and pursuant to the following certain agreements, or otherwise, to

Wit:

Lai Two certain agreements dated April 36, 1883, made
between Stephen D. Field and Simeon G. Reed, on behalf of them-'
selves and associates, of the first part, and Thomas A. Edison
and S. .B. .Eaton, on behalf of themselves and associates [includ¬
ing The Edison Electric Light Company,] of the second part. '
lbl A certain agreement dated March 8, .1884, between
Stephen D. Field, Simeon G. Reed, Thomas A. Edison, S. B. Eaton
and The Edison Electric Light Company.

M A certain agreement dated February 24, 1885, between
Stephen D. Field,. .Simeon G. Reed, Thomas. A. .Edison, S. ,B. .Eaton
and The Edison .Electric Light Company.

[d] A certain agreement also dated February 24, 1885,
between The Edison Electric Light Company, Thomas A. Edison Ind
the said Electric Railway Company of the United States.

[ATTACHMENT]

■ F 0 U K T H

The said General Company agrees that simultaneously with the
execution of this agreement it will transfer t.o such person or corpora-'
tion as the said Railway Company may designate, Seventy-five hundred
[7,500] shares of stock of the said Railway Company, also whatever in¬
terest The Edison Electric Company and Thomas A. Edison . may have in a
certain block of Five thousand [5, 000] shares of Treasury Stock of- the
said Railway Company, now standing in the name of C.. T. Christensen, as
Trustee, and will at the same time cancel Twenty thousand dollars
[$20,000,] face value, of the debentures of the said Railway Company,
at par; and the said General Company further agrees that it will satisfy
or assume any and all olain of the said Thomas A, Edison to be repaid
his outlay of about Sixty thousand dollars [$30,000.1 more or less,
mentioned in the seventh section of one of the aforesaid agreements of
April 26, 1883, and will forever hold the said Railway Company harmless
therefrom,'

FIFTH.

The said Railway Company hereby covenants that it has not
transferred apy of the inventions, applications for patents, patents
or licenses thereunder, which it has received- under and pursuant- to
the provisions of the certain several agreements recited above in the
first and second sections of this agreement.

This agreement shall bind and enure to the benefit of the
parties hereto, respectively, and to their several successors- and
assigns.

j_N WITNESS WHERE 0 F. the said Railway Company and
the said General Company have severally caused their names and seals
to be hereto affixed and attested by their respective officers there-1
unto authorized, at the City of New York, on the day and year first'
above named, this agreement being simultaneously executed in two

[ATTACHMENT]

ELECTRIC RAILWAY COMPANY OP THE UNITED STATES,

[Seal]

Attest:

EDISON GENERAL ELECTRIC COMPANY,
By

Secretary,

TO AIL TO WHOM THESE PRESENTS MAY COME, GREETING:

WHEREAS, tha Eleo trio Railv/ay Company of the
United States, hereinafter called the Railway Company, has
heretofore premised to pay to Thomas A. Edison a oertain
stim not exceeding Sixty thousand dollars (§60,000.) for
cash outlay in experiments made on behalf of the said Rail¬
way Company, and to pay him for future experiments, as more
particularly appears by the Seventh Section of a oertain
agreement, dated April S6th, 183B, made between Stephen 0.
Field and Simeon G. Reed, on behalf of themselves and their
associates, of the first pert, and Thomas a. Edison and
S. B. Eaton on behalf of thonsolves and their associates
(including the Edison Eleo trie, light Company), of tho sec¬
ond part; and

WHEREAS, by a certain agreement made of evo n
date herewith between the said Railway Company and a cer¬
tain other corporation known as the Edison General Elootrio j
Company, and more particularly by the Fourth Seotion there- :
of, tho said General Oompany agreed to satisfy or assumo
jj any and all claims of the said BdiBon to bo repaid tho j

■; aforesaid sum of Sixty thousand (§60,000.) dollars, and tho
80 id Edison now proposes to release the said Railway Com¬
pany from any and all obligations to make the aforesaid
payments to the said Edioon;

KNOW YE, That I, Thomas A. Edison, of Llorrel-

:

a

lyn Parts* in the State of New Jersey* for value received,
and in further consideration of tho sum of One dollar to mo
in hand paid by the said Eleotrie Railway Company of the
United States, tho receipt whoroof is hereby acknowledged,
'horeby agree that I will look to the said Edison General
Electric Company for the repayment to me of tho above men¬
tioned sum of Sixty thousand (§60,000.) dollars, pursuant
to the assumption thereof by the last named company, as ap¬
pears in said Fourth Section of tho aforesaid agreement of
even date herewith, and horeby further agree for myself, my
heirs, executors, administrators and assigns, to release
and discharge, and hereby do release and forever discharge
: the aforesaid Railway Company, its successors and assigns,
from any and all obligations of every kind and nature what¬
soever, arising out of the provisions contained in the
Seventh and Ninth Sections of the aforesaid agreement of
April 26th, 1883* or otherwise* to pay to me tho aforesaid
amount of Sixty thousand ($60,000.) dollars, or any part
j thereof, or to pay me for any of the aforesaid future ex¬
pense or servioes.

I: X N WITNESS WHEREOF, I have hcre-

|| unto sot my hand and seal this 29th day of April, in tho
i; year one thousand eight hundred and ninety, at the City of
| New York .

| Sealed and delivered )

i in tho presence of ) Thomas A. Edison. (Seal)

A. 0. Tate.

Tho EDISON ELECTRIC LIGHT COMPANY hereby assents to
tho execution, by Thomas A. Edison, of tho abow> instru¬
ment .

Dated New York, April 00th, I860.

Edison Electric Light Company,

( Soal ) By J . H . Herrick ,

President.

Attest:

P. 3. Hastings,

$5,013.89 Orange, N. J. , May 20th, 1890.

RECEIVED from Thomas A. Edison, the
sum of Five thousand thirteen and 8^/l00 dollars, in full
payment of the principal and interest due upon the mort¬
gage which I hold upon the property of said Thomas A.
Edison at Silver Lake, New Jersey.

LABORATORY

THOMAS A. EDISON,

ORANGE, N. J.

Duplicate Receipts from the Mutual Life Ins. Co. of New York:;
for $20, 700, and from Lydia L. Ropes for $5,013.89. ;

% i

AGREEMENT made this /*/ day of May,;
1890, by' and between She EDISON ORE MILLING COMPANY, LIMIT¬
ED, a corporation organized under the laws of -the State of
New Jersey, of the first part, and THOMAS A. BI7XS0N, of* the
City of Orange, County of Essex, and Stato of tfovi Jersey,
of the second part.

W H E R E A S, the first party has ao(i^ired the
ownership of six several patents of the United States of
America, covering certain inventions of the said Thomas A.
Edison relating to ore separators, as follov/s to wit:

Patent No. 228,329, dated June 1, laao i*31, a mag¬
netic ore separator.

Patent No. 248,432, dated October 18, ig81, fbr a-
magnetic separator.

Patent No. 263,131, dated August 22, l8 &Z, for a
magnetic ore separator.

Patent No. 377,518, dated February 7, ±@88, tor a-
magnetic separator.

Patent No. 396,356, dated January 15, !gS9, f0r a
magnetic separator.

Patent No. 400,317, dated March 26, i889 , ibr an ore
separator; and

W H E R E A S, the second party desire3 to obtain
from the first party (1) a license under the fo regoing pat¬
ents and under such other inventions or improvements relat¬
ing to the s||e subject matter;, as the paf^ ">ay

hereafter acquire from the said Edison or from any other
party or source whatsoever, and (2) a promise whereby the
first party agrees not to engage in the business of sepa¬
rating iron ore within the certain territory set forth be¬
low, and the first party is willing to grant the same on
the terms hereinafter set forth:

NOW,' THEREFORE, in consideration of the
mutual promises made below, it is agreed as follows:

FIRST. The first party hereby grants to the
second party the sole and exclusive right and license to
use within the Counties of Sullivan, Orange, Rookland, Put-;
nam, Ulster and Westchester, in the State of New York, and |
to license others to use the same within the said Counties,
but not elsewhere, the improvements and inventions covered |
by the aforesaid patents, as well as any other inventions
and improvements relating to the same general subject mat- j
ter, which the first party has heretofore acquired, or may ■
hereafter acquire during the continuance of this agreement,,
for the purpose of separating iron ore, and exclusively ibr|
that purpose, the aforesaid grant, both as regards the in- i
ventions and improvements covered by the aforesaid letters
i patent and as regards any inventions or improvements hera-
; after or otherwise acquired by the first party, being ox-
; pressly restricted to the use of such inventions and im¬
provements, for the sole purpose of separating iron ore
frcm its matrix, and for the separation of nothing else,
and for no other purpose whatsoever. Should the second
2

party use the said inventions and improvements for any
other purpose than as aforesaid, the first party may on
sixty days' written notice, cancel thi3 license, tmless
such use be stopped meantime.

The first party further agrees that while this
agreement lasts, it will not itself engage in the business
of separating iron ore as aforesaid, by any process' or
i method whatsoever whether covered by the aforesaid inven¬
tions or otherwise, within the said territory, nor aid or
abet others in so doing, save and except as herein provided
for; and while any sub-license herein provided for lasts,
the first party, even though this agreement be no longer in
| foro0’ wil1 not en6afie in the said business within the ter--
■ ritory, allotted to such sub-licensee, and will not aid or :
abet others in so doing.

SECOND. As further consideration for the
| foregoing license and the foregoing agreement on the part j
f 0f ths flrst Party, the second party agrees to pay to the f
j| flrSt party an amount in money equal to twenty-five cents j
S per t0n’ railway weight, on each and every ton 'of concen- j
|| trate separated by the second party, whether by means of
| the inventions and improvements covered by the license
| herein provided for, or by any other means, process, method
| or device whatsoever, it being intended that the aforesaid
j payment per ton shall apply to all concentrate separated by
j the second party during the continuance of this agreement,

. without any exception whatsoever.

Should the second party grant any licenses hereunder
to other parties, as above provided for, each and all of
such licenses shall conform substantially to the fonn of
Sub-License hereto annexed marked Exhibit A; and as re¬
gards all royalties or payments per ton payable to the seo-j
ond party by his sub-licensees, the second party shall pay
three-fourths thereof to the first party, but the amount
thus payable to said first party shall in no case amount to
less than twenty-five^ c ents per ton, railway weight, on
each and every ton of concentrate separated by the said
sub-licensees .whether by means of the inventions and im¬
provements covered by the license herein provided for, or 1
otherwise. j

The second party shall promptly notify the first
party, in writing, whenever he, the second Party, grants any
sub-license as aforesaid, and shall simultaneously with such:
notice furnish the first party with a copy of such sub¬
license.

T H X R D. The aforesaid royalties to be paid by
the second party on his own concentrate as well as on that !
of all his sub-licensees, as aforesaid, shall be payable |
quarterly within thirty days after the first days of Janu¬
ary, April, July and October in every year, and with each
such payment the second party shall render to the first
Party an accurate report for the quarter year next preced¬
ing such payment, of every ton of concentrate separated by
himself and by his licensees, with such reasonable details
relating to the same as the first party may from time to

; time require, it being understood and agreed that the first
party shall always have reasonable access, as hereinafter
provided for, to the records, contracts and books of ao-
, count of the second party, as well as to those of his H_

I censees, for the purpose of verifying such reports or for i
obtaining information appertaining thereto, and the second
party in granting licenses to his sub-licensees as afore¬
said, shall insert adequate requirements accordingly.

FOURTH. It is intended that the aggregate
payments paid to and received by the first party as above
: Provided for, including both the royalties of the second
I party on his own concentrate as well as the royalties of j

the said sub-licensees on account of their concentrate, !

shall aggregate for the year 1891, that is to say from the |
1st day of January to the 31st day of December of that
year, at least One thousand dollars ($1,000.); also that I
ji the said Parents shall aggregate for the next succeeding j
| year, viz: 1892, at least two thousand dollars ($2,000.); I
ji als0 for the year 1893, at least three thousand dollars;

| al8° f0r the ycar 1894. at least four thousand five hundred j

dollars; also for the year 1895, at least five thousand !
dollars; and that for each and every year thereafter dur¬
ing the continuance of this agreement, the said aggregate
J Paymenta shal1 in no year amount to less than five thousand
l dollars; and the second party agrees that unless the said
I ^xeBate payments paid to and received by the first party,
shall amount to the respective sums mentioned above, and

shall be promptly paid as herein provided for, the first
party, in addition to its other legal rights, shall have
the option, on sixty days' written notice to the second
party, to terminate this contract as of the date of the ex-
; piration of said notice, provided, however, that this no- j
ties be given by the first party within at least four
months from the expiration of the particular year in ques¬
tion; but it is agreed that the second party shall have
the right to make up and pay to the first party any de¬
ficiency touching the aggregate royalties of the year in
question, at any time prior to the expiration of the afore¬
said sixty days' written notice, in which event the said
notice shall be considered as cancelled and void.

Until this contract is terminated by the first party!
as aforesaid or as otherwise herein provided for, the first
party shall not engage in the business of separating iron
ore, as provided for in the first section hereof, and the
second party shall be free to use the improvements and in- j
ventions embraced in and covered by this agreement, and to :
license others to use them, and no cancellation of this '

: agreement shall terminate or otherwise affect this agree- I
ij ment as regards any mills or plants for separating concen-
ji trate, established by the second party or his licensees, as
j herein provided for, prior to such cancellation, but this
j: agreement and all the provisions hereof, so far as practic-
j: able, shall continue in full force and effect as regards
i; a11 suoh mill3 and plants established prior to the cancel-
i Nation. But it is agreed that in all cases where notice
6

of cancellation is given by the first party as herein pro- i
vided for, no mills or plants shall be established by the
second party while such notice is in effect. \

FIFTH. The second party as further considera¬
tion herefor, hereby guarantees the immediate completion !
and equipment of at least one mill itor separating iron ore
as aforesaid, with a capacity for crushing at least 200
tons of uncrushed ore per day.

S I X T H. The second party agrees to keep, and to;
cause his sub-licensees to keep, regular books of account,
showing the amount of concentrate separated hereunder, and
all such books of account together with all contracts and
other doownents and c orrespondence relating to the afore- I
said subject matter and appertaining to the question of do-!
termining the amount of royalty to be paid the first party !
hereunder, shall always be open to the inspection of the
first party or its agent.

SEVENTH. If the second party or any of his
: sub-licensees wrongfully use the inventions or improvements
i; covered by this agreement, this license shall on sixty
I days’ written notice from the first party, become null and
void as to such party so wrongfully using the same or any
of them (unless such wrongful use be stopped prior to tho
expiration of such sixty days' notice), and such party
shall have no right thereafter to use any of the inventions
or improvements herein referred to, for any purpose whatso-

7

ever. But no written notice, as aforesaid., shall be ]

served on any sub-licensee, unless simultaneously therewith!
a copy thereof be served on the second party hereto.

It is further agreed that if the second party or his;
sub-licensees shall, contrary to the terms of this agree- j
ment, use the said inventions or improvements in any other j
way than as provided for herein, the party so wrongfully
using the said inventions or improvements, shall be regard¬
ed as an infringer of the patent or patents herein referred
to, and may be proceeded against in law or in equity as an
infringer, by the first party.

EIGHTH. In case of willful violation by the
second party or by any of his sub-licensees of any of tho j
provisions herein contained, continued for a period of six-j
ty days after notice in writing from the first party, re- j
qui ring such party to stop such violation, the first party
shall have the right, at its option, to annul this agree¬
ment, so far as it relates to the party thus willfully vio¬
lating any of the provisions hereof. Furthermore, . all
rights and privileges granted by this instrument shall,
iliac fac.t.o, cease and revest in the first party .upon tho j
•: bankruptcy, insolvency, dissolution, winding up or cessa¬
tion from business of the second party, but any and all
rights theretofore duly granted hereunder by the sec aid
party to his sub-licensees, and any and all obligations im¬
posed hereby upon such sub-licensees, shall nevertheless
continue in full force and effect.

8

ninth. The second party admits and aoknowl- |
edges, and will cause his sub-licensees to admit and ac- !
knowledge, the validity of all letters patent for inven- !
tions or improvements whether already or hereafter made,
covered or intended to be covered by this instrument, and
the validity and utility of the inventions described and
claimed in all of the said existing or future patents, and I
agrees, and will cause his sub-licensees to agree, not in !
any case to violate, infringe or contest the validity of I
any such patents or the sufficiency of their specifications]
or aid or encourage othors in so doing.

«■ . ' ; |"
tenth. Unless sooner terminated as herein pro-
; vided for, this agreement shall continue until terminated
I by mUtUal °0flsent- ^ hoover, agreed that i f the
first party itself engage in the business of separating
iron ore, in violation of its promise in the first section
|; hel,eo:f’ the se°°nd party may on three months’ written no-
j UOe terminat« the payment of the aforesaid payments or
I r°yaUies twenty-five cents per ton, and, as regards his
j 8Ub"li0efl8eeS’ °f ««>«. or greater amount,, as regards
j th6lr several territories, unless within that time the
|j first party cease and refrain therefrom.

IN WITNESS W H E R E 0 P, the said first
Party has caused its corporate name and seal to be hereto
affixed by its proper officers thereunto duly authorized,
and the said second party has hereunto subscribed his name

and affixed his seal.

Done at the City of New York, State of Mow York, on
the day and year first above named.

(Seal)

Attest :

Edison Ore Milling Company, Limited,

Witness to Hr. Edison.

10

EXHIBITA.

Sub-License.

A GREEMENT made this day of

; XS9 , by and between Thomas A. Edison, of the City^f
Orange, County of Essex and State of New Jersey, of the
first part, and
of the second part.

WHEREAS, by written agreement dated the
day of May, 1890, heretofore made by and between the first
party and a certain corporation, to wit, the Edison Ore
.. Milling Company, Limited, reference to which instrument is
now made for greater particularity, the first party acquir-j
ed the sole and exclusive right and license to use within
the Counties of Sullivan, Orange, Rockland, Putnam, Ulster
and Westchester, in the State of New York, and to license
others to use the same within the said Counties, the im¬
provements and inventions covered by six certain Letters
| Patent of the United States of America recited in the said
I instruh‘ -nt, as well as any other inventions and improve-
sments relating to the same general subject matter, which j
I the said Edison Ore Milling Company, Limited, had thereto-
jfore acquired or might thereafter acquire during the con¬
tinuance of the said agreement, for the purpose of separat¬
ing iron ore, as is hereinafter more fully set forth and
defined; and

WHEREAS, the aforesaid six several patents of

11

the United States of America covered certain inventions of
the said Thomas A. Edison relating to ore separators, a
full list of the said patents being as follows, to wit!

Patent No. 228,329, dated June 1, 1880, for a mag¬
netic ore separator.

Patent No. 248,432, dated October 18, 1881, it>r a
magnetic separator.

Patent No. 263,131, dated August 22, 1882, for a
magnetic ore separator.

Patent No. 377,518, dated February 7, 1888, for a
magnetic separator.

Patent No. 396,356, dated January 15, 1889, for a
magnetic separator.

Patent No. 400,317, dated March 26, 1889, for an ore'
separator; and

WHEREAS, the said agreement of May 1890,

further provided that the said Edison Ore Milling Company, j
Limited, should not itself engage in the business of sepa- j
rating iron ore, within the aforesaid six Counties, nor
aid or abet others in so doing, as provided fbr in the said!
agreement; and

WHEREAS, the first party has full power under!
the aforesaid agreement of May 1890, to grant sub¬

licenses under the aforesaid patents and inventions, and to
afford to his licensees such protection as arises from the
aforesaid agreement on the part of the said Edison Ore
Milling Company, Limited, not to itself engage in the busi-j

12

ness of separating iron ore within the said territory; am

WHEREAS, the second party desires to obtain
from the first party a sub-license under the aforesaid pat
ents and inventions, and further desires to secure the pro¬
tection mentioned above, and the first party is willing to
grant the same on the terms set forth below!

NOW, THEREFORE, in consideration of the
mutual promises made below, it is agreed as follows:

FIRST: The first party hereby grants to the

second party the sole and exclusive right and license to
use within 'the following described territory, to wit:

but not elsewhere, the improvements and inventions covered j
by the aforesaid si'x patents, as well as any other inven- |
tions and improvements relating to the same subject matter,!
which the first party has heretofore acquired, or may here-|
after acquire during the continuance of this agreement, for!
the purpose of separating iron ore, and exclusively for j
that purpose, the aforesaid grant, both as regards the in¬
ventions and improvements covered by the aforesaid letters
patent and as regards any inventions or improvements here¬
after or otherwise acquired by the first party, being ex¬
pressly restricted to the use of such inventions and im¬
provements, for the soie purpose of separating iron ore
from its matrix, and for the separation of nothing else,

13

and for no other purpose whatsoever. Should the

lond

party use the said inventions and improvements for any
other purpose than as aforesaid, either the first party, or!
the said Edison Ore Milling Company, Limited, or both, may,
on sixty days' written notice, cancel this license, unless j
such use be stopped meantime, but no such written notice
shall be given by the said Edison Ore Milling Company, lira-!
ited, unless simultaneously therewith a copy of the said
notice be served by it by personal delivery upon the first
party.

SECOND. As further c onsiderat ion for the
foregoing sub-license and the aforesaid protection arising j
; from the aaid Promise of the said Edison Ore Milling Com- !
pany, Limited, not to itself engage in the business herein j
provided for (that is to say, within the territory covered 1
hereby), and not to aid or abet others in doing so, as pro-!
vided for in the said agreement of May 1890, the

second party agrees to pay to the first party an amount in
money equal to cents per ton, railway weight,

on each and every ton of concentrate separated by the sec¬
ond party by means of the inventions and improvements cov¬
ered by the sub-license herein provided for, or otherwise,
it being intended that the aforesaid payment per ton shall
apply to all concentrate separated during the continuance
of this agreement, without any exception whatsoever, wheth¬
er separated by means of the aforesaid inventions and im¬
provements, or by any other means whatsoever. I

* *

THIRD. The aforesaid royalties to be paid by
the second party, shall be paid quarterly within thirty
days after the first days of January, April, July and Octo-:
ber in every year, and with each such payment the second
party shall render to the first party an accurate report j
for the quarter year next preceding such payment, of all
tons of concentrate separated, with such reasonable details!
relating to the same, as the first party may from time to
time require, it being understood and agreed that both the j
first party, and the said Edison Ore Milling Company, Lim- I
ited, shall always have reasonable access, as hereinafter
provided for, to the records, contracts and books of ac¬
count of the second party, for the purpose of verifying j
v.or«*>+o, fw uutaming information appertaining i
thereto.

FOURTH. It is intended that the aggregate
payments paid to and received by the first party as above
provided for, shall aggregate the following amounts for the
several years mentioned below, that is to say:

(Here insert details of payment.)

The second party agrees that unless the aforesaid
aggregate payments paid to and received by the first party
shall amount to the respective sums mentioned above, and
shall be promptly paid as herein provided for, the first
party, in addition to his other legal rights, shall have
the option, on sixty days' written notice to the second

15

party, to terminate this contract as of the date of the ex¬
piration of said notice, provided, however, that this no¬
tice be given by the first party within at least four
months from the expiration of the particular year in ques- i
tion; but it is agreed that the second party shall have j
the right to make up and pay to the first party any defi- i
oiency touching tho aggregate royalties of the year in
question, at any time prior to the expiration of the afore¬
said sixty days' written notice, in which event the said
notice shall be considered as cancelled. Until this con¬
tract is terminated by tho first party as aforesaid or as
otherwise herein provided for, the second party shall be
£ree to use the improvements in inventions embraced in and j

. covered by . thin ana no cancellation or this j

agreement shall terminate or otherwise affect this agree¬
ment as regards any mills or plants for separating concen- |
trate, established by the second party, as herein provided
for, prior to such cancellation, but this agreement and all
the provisions hereof so far as practical, including the
;:said royalties or payments per ton, shall continue in full |
-force and effect as regards all such mills or plants. But J
. | it 18 asreed that in all cases where notice of cancellation
j is given, no new or additional mills or plants shall be es¬
tablished by tho second party while such notice is in ef-
j feet.

j; S’ I 5" T H. The second party as further considera¬

tion to the first party for granting this license, hereby
| a£rees to at onoe ereo t and equip & mm fQr separatlng

16

iron ore as aforesaid, with a capacity for crushing at
least tons of uncrushed ore per day.

SIXTH. The second party agrees to keep regular
books of account, showing the amount of concentrate sepa¬
rated hereunder, and all such books of account together I
with all contracts and other docxments and correspondence
relating to the aforesaid subject matter and appertaining
to the question of determining the amount of royalty to be
paid the first party hereunder, shall always be open to the
inspection of the first party or his agent, and to the in¬
spection of the said Edison Ore Milling Company, Limited,
or its agent.

SEVENTH. If the second party wrongfully use i
the inventions or improvements covered by this agreement,
this license shall, on sixty days' written notice from
either the first party or the said Edison Ore Milling Com- !

; pany, Limited, bee erne null and void, and the second party |

: shall have no right thereafter to use the said inventions j
j or improvements for any purpose whatsoever. But no writ- j
ji ten notice as aforesaid, shall be served on the second I
! party, unless simultaneously therewith a copy thereof be
jj served on the first party.

It is further agreed that if the second party shall,
contrary to the terms of this agreement, use the said in-
; ventions or improvements in any other way than as provided
• for herein, the second party shall be regarded as an in¬
i' Wringer of the patent or patents herein referred to, and

17

may be proceeded against in law or in equity as an in¬
fringer, by the first party, or by the said Edison Ore
Milling Company, Limited.

EIGHTH. In case of willful violation by the
second party of any of the provisions herein contained, !
continued for a period of sixty days after notice in writ¬
ing from either the first party, or the said Edison Ore
Milling Company, Limited, requiring such party to stop such
violation, either of the said parties shall have the right
to annul this agreement. But no notices as aforesaid,
shall be given by the said Edison Ore Milling Company, Lim¬
ited, unless simultaneously therewith a'copy thereof be
served on the first party hereto.

All rights and privileges granted by this instru¬
ment shall, ir>so fac to . cease and revest in the first party,
upon the bankruptcy, insolvency, dissolution, winding up or
cessation from business of the second party. ;

NINTH. The second party admits and acknowl- j

edges the validity of all letters patent for inventions j
ij or improvements whether already or hereafter made, covered j
1 1 or intended to be covered by this instrument, and the va-
I lidity and utility of the inventions described and claimed ■
; in all of the said existing or future patents, and agrees
not in any case to violate, infringe or contest the valid-
ity of any such patents or the sufficiency of their speci¬
fications, or aid or encourage others in so doing.

18

)

\

TENTH. Unless sooner terminated as herein pro¬
vided for, or as provided for in the aforesaid agreement of
May 1890, between the first party hereto and the

said Edison Ore Milling Company, Limited, this agreement
shall continue in force until terminated by mutual consent. j
It is, however, agreed that in the event of the said Edison;
Ore Milling Company, Limited, itself engaging in the busi¬
ness heroin provided for, within the territory covered
hereby, thereby acting contrary to the provisions of the
last clause of the first section of the said agreement of
May , 1890, the second party may on three months'

written notice to that company and to the first party here-
to, severally, terminate this agreement, unless within the I
said three months the said Edison Ore Milling Company,
Limited, cease and refrain therefrom.

IN WITNESS WHEREOF, the parties
hereto have severally hereunto subscribed their names and j
affixed their seals. j

Done at the City of New York, State of New York, the!
day and year first above named^" ") ?

(Seal)

Witness to Mr. Edison.

19

7

/

— - - • A_g_R_E_E_M_E_N_£^ made this First day of

j October, 1890, by and between the ED I SOU obiter at. •rt.tcqirk;

| COMPANY, a corporation organized and existing under the
I Ians of the State of New York and having its principal

I /

j! office in the City of New York, State of New York, herein-
jj after called the GENERAL COMPANY, party of the first part,
j and THOMAS A. EDISON, of Llewellyn Park, town of West Or-
i ange, State of New Jersey, party of the second part, _

- WHEREAS, under and pursuant to the terms

and conditions of a certain agreement dated March 8tli,

1881, made by and between a certain corporation by the
name of Edison Electric Light Company, and the aforesaid
| Thomas A. Edison, and more particularly under and pursuant
I to the terms of Section IX of the said agreement, the said
Edison agreed to grant a license to the said Edison Elec¬
tric Light Company under such Letters Patent, or inventions
or licenses therefor, useful or necessary in the manufac¬
ture of incandescent electric lamps, as the said Edison
mi$it thereafter become the owner of, which agreement is
assumed for the purposes of this present agreement and not

otherwise (and regardless of any question of fact or law
to the contrary), tov.be still in force as regards the afore.

I

Ij — - - W HER E A S, under and pursuant to the terms

l| of a certain other agreement dated November 25th, 1887,
jj made said Edison with two certain other corporations

I namely, The Edison Lamp Company, and the aforesaid Edison
!| Electric Light Company, and pursuant more particularly to
|| Section (5) of the said agreement, the said Edison agreed
jj to assign to the said' Edison Electric Light Company, all
jj patents, licenses, rights and inventions pertaining to in-
j candescent electric lamps or their manufacture, which he
either alone or jointly with the aforesaid Lamp Company,

| then held or controlled, or might thereafter hold or con¬
trol, as aforesaid, v/ithin a period of three years from the
date of the said agreement, that is to say until November
25th, 1890; and _

- WHEREAS, the aforesaid Edison General

Electric Company, first party hereto, was organized on
April 23rd, 1889, for the purpose of carrying on the busi¬
ness, in addition to other matters, of manufacturing and
supplying electric light apparatus, including incendescent
electric lamps; and - — -

— - WHEREAS, the said General Company soon

after its organization, acquired the ownership or control
of the entire capital stock of the aforesaid Edison Lamp
Company, and has since then acquired and still possesses

(2)

I

the ownership of the entire property and assets of the
aforesaid Lamp Company, of every kind whatsoever; and _

!LJl=iL5=JL£=5=> sa^ General Company has

also acquired and still possesses the ownership or control
of over ninety-nine per centum of the entire ' capital stock
of the aforesaid Edison Electric Light Company; and -

- — WHEREAS, at the time of the organization

of the aforesaid Edison General Electric Company, on April
23rd, 1889, as aforesaid, it was understood and agreed by
and between the said General Company and the said Edison
that he should thereafter devote a greater portion of his
time and energies than he had theretofore done under the
aforesaid two several contracts of March 8th, 1881, and
November 25th, 1887, as well as a greater part of his force
of workmen and facilities at his Laboratory at Orange, New
Jersey, to making and perfecting and patenting inventions
and improvements appertaining to the present business of
the said General Company, as aforesaid, and appertaining
particularly to incendescent electric lamps; and -

- - V/ H E R E A S , pursuant to the understanding

and agreement made by and between the said General Company
and the said Edison as aforesaid, a certain written agree¬
ment of even date herewith, namely, October 1st, 1890, has

(3)

. been made by and between him and the said General Company,
the same being known as the Laboratory Agreement; and _

■ - - - WHEREAS, it is the desire and intention

of the aforesaid General Company and of the said Edison
j that all existing rights touching his aforesaid inventions
and improvements , heretofore acquired by the aforesaid Edi-
!j son Electric Light Company under and pursuant to the afore-
said two several agreements of March 8th, 1881 and Novem-
ij her 85th, 1887, or otherwise, shall be carefully recognized
j| and preserved; and _ _

I; - WHEREAS, it is also the desire and in-

ij tention of the said General Company, promptly and in good
ji faith to carry out the understanding which took place be¬
ll tween it and the said Edison at the time of the organiza-
!j tion of the aforesaid General Company, and relating to his
j devoting more of his time and more of the resources of his
Laboratory to experiments beneficial to the said General
I Company, as aforesaid; and -

- WHEREAS, for the purpose of carrying out

j the aforesaid desire and obligation of the said General
Company, as well as for the purpose of more definitively
stimulating and obligating the said Edison to make further
inventions and improvements as aforesaid, and :to fairly and
fully compensate him for certain inventions and improve-

I

: ments already made by him (which may possibly be covered
by the aforesaid two agreements, dated respectively March
|j 8th> 1881» ^ November 25, 1887, whereby the aforesaid
!| Edison Electric Light Company has or may have acquired oer-
l| tain existing rights), relating to the aforesaid invention?

and which are of great benefit to the said General Company
:: and are therefore the proper subject of remuneration from
:| it 110 tlle sald Edison under and pursuant to the aforesaid
!i understanding and agreement made between him and the said
;| General Company at the time of its organization, as afore-
| said. iz ia no w proposed by this agreement to make certain
|| new and additional arrangements with the said Edison, for
!i the benefit of the said General Company, as well as for the
;! benefit of the said Edison Electric Light Company, as here-
|| inafter set forth; _ _ _

J| - NOT/, THEREFORE, in consideration

j! of the mutual promises made below, and of the sum of One
Hollar in hand paid by each of the parties hereto simul-
| taneousi, with the execution and sealing of this instrument
j| the receipt whereof is hereby severally acknowledged, it
|j is agreed as follows: - __

E I R S T .

- Referring to any and all improvements and in¬
ventions pertaining to incandescent electric lamps or their

(5)

I

manufacture, which the said. Edison either is now engaged in
;i making or perfecting or may make or perfect within five
j years from the date hereof, that is to say, at any time
j prior to the first day of October, 1895, or prior to such
j earlier date as the aforesaid Laboratory Agreement of oven
| date herewith may be terminated as therein provided for,
i it is agreed that the coiipensation payable to the said Edi¬
son under and pursuant to the terms and provisions of the
I said Laboratory Agreement, shall apply thereto, and that
'j the said Edison shall be entitled to receive and shall be
;i Paid the same, notwithstanding the fact that possibly cer¬
tain of the said improvements and inventions may be covered
: by the aforesaid two agreements of March 8th, 1881, and No¬
vember 25th, 1887, or either of them, or by any other ex-
; isting agreements to which the said Light Company and the
said Edison are parties, and may in consequence thereof be
assignable to, and be by him in fact assigned to, the said
1 Edison Electric Light Company, instead of being assigned to
the said General Company pursuant to the said Laboratory
Agreement . -

j SECOND .

- It isagreed that the improvements and inven¬
tions appertaining to incandescent electric lamps, describ¬
ed in two certain Applications for United States Patents

I

i| heretofore filed by the said Edison, to wit, Application of
j May 5tll> 1890, for improvement in lamp bases, and Applica-
|j 'tion of September 15th, 1890, for improvement in leading-in
jj -wires, shall be deemed to be, and shall be, covered by
I 'this agreement, so far as the compensation payable to the
'I SE4 d Edison is concerned, although the said improvements
and inventions, or any of them, and the said applications
:| and the patents granted thereon, or either of them, may be
assignable to the Edison Electric Light Company, as afore¬
said, instead of to the said General Company,— _

ii

j; IHIRD ,

— The question whether or not, in any particular
case, certain inventions and improvements, or the patents
:: thereon, pertaining to incandescent electric lanps or their
manufacture, which the said Edison is now engaged in making
or perfecting or may make or perfect during the continuance
j of the said Laboratory Agreement, are on the one hand, as¬
signable to the said Light Company, under and pursuant to
any of the agreements mentioned above, or, on the other
hand, assignable to the said General Company under and pur-
j suant to the said Laboratory Agreement, shall in every such
case be left to the decision of the said Edison,; and his
I said decisions, made in good faith, shall be final as be-

(7)

i

I

tween the parties hereto. It shall, however , be incumbent
on the said Edison, as a matter of fair dealing but not
otherwise, to promptly notify the said General Company and
the said Light Company, in writing, of his intention to
make such decision, and to give them, or either of them,
a reasonable opportunity to be heard by him in advance of
finally deciding. In the event of the said Edison unreas¬
onably delaying to assign as aforesaid to either one of the
said two parties, either or both of them shall have the
right to resort to such proper and adequate legal proceed¬
ings as Counsel learned in the law may advise, to seotire

their respective rights touching such assignments. _

- The said Edison shall not be liable to the said

General Company for any loss or damage in consequence of
his assigning any of his improvements and inventions, or
the patents thereon, as aforesaid, to the said Light Com¬
pany instead of to the said General Company, provided he

acts with reasonable care and in good faith. -

- Should the said Edison be threatened or held in

damages by the said Light Company in consequence of his as¬
signing any of his improvements and inventions, or the
patents thereon, as aforesaid, to the said General Company
instead of to the said Light Company, the said General Com¬
pany shall pay the same, together with all reasonable ex¬
penses of the said Edison incurred in de fending. -.himself ,

(8)

! thereby holding the said Edison entirely harmless touching
j the said damages and his necessarily incurred expenses in
I resisting the demand. He shall, however, give the said
General Company notice of any demand being made an him as
aforesaid, and shall allow the said Company to participate
in his defence, if requested by it so to do. -

FOURTH ,

i - - ;This_agreementi shall bind and enure to the ben- !

jj efit of the said General Company its successors and as-
!| signs, and the said Edison, his heirs, executors, adminis-
| trators and assigns, _ _

- IH WITNESS WHEREOF, the said

General Company has caused its corporate name and seal to
be hereunto affixed by the proper officers thereunto duly
authorized, and the said Edison has hereto set his hand and
seal, this agreement being for convenience simultaneously

executed in two like parts, -

- Done at the City of New York, State of New

York, on the day and year above named, -

EDISON GENERAL ELECTRIC COMPANY.

By

[A VARIANT PRINTED VERSION OF THIS AGREEMENT, DATED JULY 1, 1890 (NOT FILMED)
CAN BE FOUND IN THE MISCELLANEOUS LEGAL FILE]

THOMAS ALVA EDISON

EDISON GENERAL ELECTRIC CO.

LA MORATORY AGREEMENT.

Dated, Octoiieh 1st, 181)6.

j3^lJVAXHlCUt, made this Eirstduy of October, 1890, between

InrntAS Alva Edison, of Llewellyn Purl:, State of New Jersey
of the first part, and the Edison General Electric Ooimi, a
corporation organized under the laws of the State of New York
hereinafter called the Gonorul Company, of the seoond part.

Whereas, the said General Company, being interested in the
development and promotion of the business of elootrio light
heat and power, desires to avail itself of the experience, skill
and inventive genius of the said Edison, and to acquire for the
whole ot the continents of North America and South America
whatever improvements and inventions applicable to systems
of electrio light, host and power, exclusive of electric railways,
the mining and milling of ores, telographs and telephones he
may now bo in process of making or perfecting, or mav here¬
after make or perfect within five years from the date of this in¬
strument j and

Whereas, it is intended that the said General Companv
shall acquire the legal title to any and all of the said improve¬
ments and inventions, as well as to any and all patents granted
theiefor, 111 ,uly anfl “11 countries of the continents of North
America and South America, and shall (save and except ns pro¬
vided for below m the eighth soction hereof) possess the exclu¬
sive right to manufacture under the aforesaid patents, subject
to certain conditions and restrictions hereinafter set forth; and

Whereas, expensive experiments by the said Edison may
be necessary for the making of the aforesaid improvements and
inventions by him, and the said General Company is willing to
bear the cost thereof, subject to the terms and conditions of
this agreement ; and

Whereas, the parties hereto now
agreement the terms and conditions
arrangement shall be carried out;

desire to set forth in this
upon which the aforesaid

the said Edison for himself and Mb assigns, and are en¬
tirely excluded from the operation of this agreement, to wit,
improvements and inventions appertaining to telegraphy,
telephony, the mining and milling of ores, eleotrio railways,
the propulsion of railway trains by means of eleotrioity, loco¬
motion on all railways used by the pnblio for the trans¬
portation of freight or passengers, or on common roads, and
the transmission of eleotrio power from a distance for eleotrio
railway purposes by moans of eleetricul devices and con¬
trivances. It is agreed that the foregoing enumeration of
“served subjects docs not necessarily include all subjects and
mattors intended to bo reserved herefrom; but all improve¬
ments and inventions which form, or miry in any way form, part
of any present or future system of eleotrio light, heat or power,
oven, though tho system itself be undefined or incomplete at
the time of suoh invention,, and oven though tho definition or
completion of suoh system be doubtful, shall, subject to tho
provisions for reservation and exclusion mentioned nbovo in '
this sootiou, conic within the subjeot mattor of this ngroomont
and be considered ns a part thereof, and in any and nil con¬
tracts or other arrangements which the said Edison may at
any time make ns to his aforesaid improvements and inven¬
tions, or any of thorn, so for ns any reservation made herein
m his bohnlf is concerned, he shall fully provide for the rights
of the Gene ml Company as aforesaid.

In the ense of improvements and inventions appertaining
both to tho subject mattor included in, and to tho specific
subjeot matter exoluded from this agreement, ns aforesaid, or
to any part of both such subjects matter, the acquisition
by the General Company of suoh improvements and inven¬
tions hereunder, shall be subject to the aforesaid reserved and
excluded lights of the said Edison, as more particularly pro¬
vided for below in the third section lioreof.

Throughout this agreement the improvements, inventions
mid patents relating exclusively to the subjects matter reserved
and excluded herefrom ns above provided for, to wit,
"telegraphy, telephony, the mining and milling’ of ores!
electric railways, tho propulsion of railway trains by means
of electricity, locomotion on all railways used by tho
public foi tho transportation of froight or passengers, or on
common reads, and the transmission of electric power

electrical devices cud contrivances," me designated or referred
to as “ exclusively reserved ” improvements, inventions and
patents j and the improvements, inventions and patonts which
relate exclusively to the subjeot matter covered by and om-
braced in tins agreomont (and do not relate to anything cov¬
ered by the aforesaid “ exclusively rosorvod 11 subject matter),
are designated or referred to ns “ exclusively acquired ” im-
]irovements, inventions and patents; and the improvements,
inventions and patents which relate both to the subject mnttor
covered by and embraced in this agreement and also to the
subject matter excluded herefrom as aforesaid, or to any part
of both of such subjects matter, are designated or referred to
us “joint use " improvements, inventions and patonts.

Any and ull of the aforesaid “ exclusively acquired ” or
“ joint use," improvements 'and inventions covered by this in¬
strument, which tlio said Edison either is now engaged in mak¬
ing or perfecting or may make or perfect within five years from
the date hereof, that is to say, at any time prior to the first day of
October, 1895, unless this agreement shall be sooner terminated
us hereinafter provided, shall, as regards the entire territory of
the continents of North America and South America and all
countries included therein (but subject to all the terms and
conditions of this agreement), be deemed to bo the property of,
and shall bo assigned to, the said General Company, save and
except ns specifically provided for to the contrary in respect
to “ joint use ” improvements and inventions, by the provisions
for reservation and exclusion recitod in the next preceding
or second section hereof.

Patents for all of the aforesaid improvements and inventions
intended to be tlio property of and assignable to the said
Genoral Compuny ns above provided for, shall bo applied
for by the said Edison, at the expense of the General Company,
in tlio United States of America and in such other countries
of the continents of North and South America ns tlio said Gen¬
eral Compuny may from time to time require, and when obtained
shall be assiguocl to it. As regards improvements and inven¬
tions ns aforesaid, which lack the elements of patentability, or

which for any raison are not patentable, tl.o name shall never¬
theless bo doomed to bo covered by this agroomout. The Gou-

reasonable written notice to the said Edison, doelino to pay
the aforesaid expenses, both as regards any particular applica¬
tions for patents and as regards the expenses of obtaining
them after applications are made, and in that event the par¬
ticular improvements and inventions covered by the said pro¬
posed patents, shall thereupon beeoino the solo and exclusive
Property of the said Edison or his assigns, without uny com¬
pensation to the Gonoral Company for experimental oxponses
or otherwise, or for patent application oxponses tliorotofo.vo in¬
curred, and the said Edison or his assigns shall be free, but at
Ins or their own further expense, to take out natents or to t„i,„

such other action touching tho particular improvements ancHn-
ventions in question, as ho or they may soe fit.

As regards any and all patents which may be obtained and
assigned to tho said Gouerul Company, as above provided for
(and ns rogards improvements and inventions which look tho
elements of patentability, or which for any reason are not
patentable, as aforesaid), touching the nforesuid “joint use ” im¬
plement and inventions, it is distinctly undeistood and
agreed that the said General Company retains no right to any
improvements or inventions claimed ill or covered by the said
patonts, improvements and inventions, or any of them so far
as they may relate to the uses and purposes which are

ie operation of this agreement,
second section, and as regards

provided
lie afore-

FoUllTH.

llio mud Genoml Company shall pay all Gf the expenses of
ovory kind whatsoever of conducting the Laboratory of the said
Edison (exclusive of the labor and material used and the
expenses of every kind inourrod by the snid Edison in elootrio
railway experiments as hereinafter provided for in the fifth sec¬
tion lioreof and raoro particularly in the last paragraph thereof)
for tlio period during which ho devotes at least ono-lialf of his
time to making improvements and inventions for the said
General Company ns provided for above in the first section of
this agreement, that is to say, for five years from tlio date hereof
unless previously terminated as hereinafter provided for : and
the said Edison agrees that for the period during which the
expenses of Ins Laboratory are paid ns aforesaid, they, that is
to say, the expenses which the General Company is under
obligation to pay as herein provided for, shall not exceed
an average of SI, 200 a week, or about SG2.600 a year (exclusive
of the expenses incurred by snid Edison'in elbetrio railway ex¬
periments as hereinafter provided for in tlio fifth section here-
Of), and tlmt the entire force of tlio said Laboratory (ox-
elusive of the said Edison, save and except as provided
for above in the first section hereof) and all work done
there, to the extent of three-fourths thereof, shall bo used
for, and shall bo for the benefit of, the said General Com¬
pany, and shall consist of experiments in relation to the im¬
plements and inventions assignable to the said Goueral
Company as heroin provided for. But it is further agreed
tlmt os regards the remaining one-fourth of the Laboratory
force and work done as aforesaid, it, the said one-fourth
thereof, shall belong to the said Edison exclusively, free
of cost, .it being intended that lie shall be free to use one-
fourth of the force, resources, material, time and equipment
of the said Laboratory, for his own purposes, without any
charge therefor. *

'Whenever, in the course of making tlio improvements and
inventions lioiein provided for, it becomes necossaiy, in the
judgment of the said Edison, to have any particular branch or
item of oxpenmeut or construction, done outside of the Labora¬
tory, m consequence of the lack of proper facilities as regards

which shall bo paid by the General Company, shall not be con
sidercd ns constituting a part of the expenses payable by tin
General Company us above provided for in this section, am
shall no! bo included in the aforesaid annual expensus of abou
862,000. The General Company, howovor, shall have the righ
in its discretion from time to time to roquiro, by its written no
tioo to the said Edison and not otherwise, that no work shall be
done outside of the Laboratory as above provided for, unlosi
the said Edison shall have first procured tho written approve:
if tho said General Company.

Whenever the said Laboratory and the force therein em¬
ployed are not fully occupied as above provided for, that is to
my, in enso tho experiments to bo made for tho General Com-
mny as aforesaid, together with experiments to be made for
lie North American Company as provided for below in tho
ifth section hereof, shall not fully employ and occupy
hroo-fourtlis of the force and resources of the said Labor¬
atory, it is agreed that work may be done by tho said Edison
n tho said Laboratory for outside parties, in his discretion
but not detrimental to tho business interests of the said Gen-

tions covered by this instrument mid more partiuulurly by the
third section hereof ; if nil the said expenses paid by the Gon-
ortd Company ns above, shall have boon incurred for the bene¬
fit of the said General Company ns aforesaid, then and in such
oaso tlio said Edison inny rotaiu for himself, and without pay¬
ing to the General Company any part thereof, nil charges col¬
lected by him as aforesaid ; but if the expenses paid by the
General Company shall bo found to bo in excess of tho amount
properly payable by it under tho provisions of this instrument,
then and in such event tho said Edison, before retaining for
himself tho said charges collected for outside works ns nforo-
snid, shall first pay therefrom to tho General Company sueli an
amount as represents the excess of expenses paid by the Gen¬
eral Company ns aforesaid, but in no event shall tho said
Edison bo personally liable for any deficiency, in euse
tho said ehargos are insufficient to reimburse the Goueral
Company for said excess. Nothing herein contained
shall bo doomed to authorize tho said General Company
to interfere with tho said Edison in tho management of the said
Laboratory, or to dictate to him in that regard in any way what¬
soever, either us regards tho number or selection of the em¬
ployees, or the nature of tho work to be done, or tho manuor in
which tho business of the Laboratory is carried on, or otherwise,
save and except us herein specifically provided for. Tho said
Edison, however, shall at all times make any experiments and
seok to make any useful inventions for its business, which the
General Company may from time to time request in writing
(provided such experiments relate to tho subjoct matter of this
agreement and to the rights and benefits acquired by tho Gen¬
eral Company hereunder, and do not require any further time
from the said Edison or his Laboratory than heroin provided
for), but if tho making of such experiments shall involve un¬
usual Laboratory expenses, especial provision shall be made
therefor bolween tho Gonorul Company and the said Edison,
separate and apart from the S62,000 above provided for.

Tho aforesaid promise of the General Company to pay tho
expenses of tho Laboratory of tho said Edison for a period of
five years from the dato hereof nmy be terminated at any time
at the option of the said Genoral Company, upon giving tho
said Edison one year’s notice thereof in writing ; and upon
the expiration of the said one year, tho said Company shall bo

11

mid (li) of tlui cost of railway experiments, us provided for
above in tho fifth section horeof) to tho said Edison so far as
required to do so lioroundor. Should uuy of tho said state¬
ments contain items to which tho said Gonoral Company may
reasonably object, tho otlior items contained in such statement
shall bo paid as aforesaid, and tho itoins objected to shall be
settled by mutual agreement, or in default thereof by arbitra¬
tion us hereinafter provided for in tho fifteenth section horeof.

As regards all expenses already incurred by tho said Edison
in connection with tho making and perfecting of such of tho
inventions and improvements covered by this instrument, aud
more particularly by tho first section hereof, ns ho already lias
in hand nud is now engaged upon, it is agreed that he shall
immediately and simultaneously with the execution of this
instrument render in writing a full statement thereof to tho
said Gonerul Company, nud that tho said Company shall
within thirty days thereafter pay to tho said Edison the full
amount of tho said oxponsos, unmoly, S32.72l.G3.

The said Edison shall allow the said General Company and
its duly authorized agents ample opportunity at nil reason¬
able timos to examine tho books and accounts of his said
Laboratory for tho purposes of this agreement, including the
verification of any statement of expenses hereafter incurred
by him, made by him to tho said General Company us above
provided for, ns to any and all details therein contained, and
any and nil dispute as to any details of tho said statements
or ns to anything therein contained, shall be left to arbitration
ns hereinafter provided for in tho fifteenth section hereof.
In case the Gonoral Company pays any erroneous statement
without prior verification, or any error is discovered in any
statement afterpayment thereof, the same shall bo immediately
adjusted by requisite payments from one party to tho otlior
according to the facts of tho enso, provided that demand there¬
for be made within a reasonable time after error is discovered,
and that demand in uuy event bo made within reasonable time,’
it boing intended that in the absence of fraud or bad faith, the
Genoral Company shall, after the lapse of a reasonable time,
be precluded except by mutual consent from making any claim
for revising any statement hi question or readjusting tho
amount paid thereunder.

it bring intended, as
shall stnnd by itsolf.
loss shall result during

17

mio-itfth interest : Now, therefore, it is agreed that as regards
the said Edison Eloetrie Light Company, and ns regards the
said Sprague Company, severally, the said General Company
shall bo and lioroby is bound to seoure for the said Edison, and
itself to obtain and pay to him, such an amount as shall rep¬
resent one-fifth of all not profits, benefits or other advantages
neerning to the said Light Company and the said Sprague Com¬
pany, respectively, or either of them, in cousequoneo of tho said
Light Company or tho said Spraguo Company using, or in con¬
sequence of their sovoral liconsoes us aforesaid, being lieonsod
to use, tho improvements and inventions of tho said Edison,
covered by this instrument, or any of them, other than lamps.
It is, however, distinctly mulorstood and agreed that licenses for
using the said improvements and inventions covered by this in¬
strument, may bo granted by the General Company to tho said
Light Company and its licensees, severally, and to tho said
Sprague Company nnd its licensees, severally, as regards oleotrio
light and power or oleotrio railway plants already installed or
already notunlly contracted for in good faith, without neces¬
sarily requiring n payment to the said Edison of tho aforesaid
ono-fifth of net profit, benefits or other advantages accruing there¬
from to said Light Company nnd said Sprague Company. It is
conceded, howovor, that this provision as regards plants already
installed or ooutractod for, ns aforesaid, is inserted hero
in consequence of tho licensees of snid Light Company, and
tho licensees of said Sprague Company, having already paid com¬
pensation for the use of inventions and improvements owned
by snid companies, respectively, touching plants already in¬
stalled or actually contracted for in good faith, uud of tho
impracticability oroxtreme difficulty of procuring additional
compensation from tho licensees of said Light Company nnd
said Sprague Company, for tho uso of tho improvements nnd
inventions covered by this agreement, touching plants already
installed or actually contracted for in good faith. The said
Edison recognizing the difficulties existing in that regard,
consents to tho insertion heroin of tho aforesaid provi¬
sion, provided, however, that it bo distinctly understood
nnd agreed, and it is hereby agreed, that the General
Company will uso its best endeavors to a reasonable extent and
without serious prejudice to the development of its own busi¬
ness, or the business of tho snid two othor companies men-

18

tioued above and their several licensees (it being recognized
that any considerable irritatiou on the part of licensees
would be a sorious prejudice to such development), to
secure compensation for the use of the improvements
and inventions covered by this agreement touching
plants already installed or contracted for in good faith,
notwithstanding the concession made by the said Edison, as
uforosaid, touching such plants. But nothing horoiu contained
shall in any way affect the question of manufacturing profits ns
above provided for iu this section, us regards the im¬
provements and inventions covered by this agreement, so
far ns they may bo used in connection with the afore¬
said electric light or power or railway plants already in¬
stalled or actually contracted for in good faith as afore¬
said, or otherwise, it being intended that under any and
all circumstances, the said Edison shall participate therein,
pursuant to the provisions of this agreement. Nor shall any¬
thing herein contained be deemed or taken to be a waiver of
the right of the said Edison to participate in any compensation
hereafter received by the said Edison Electric Light Company
or by the said Sprague Electric Bailway and Motor Company,
from their respective licensees, as aforesaid, when and as fast
as the aforesaid plants already installed or actually contracted
for in good faith, are enlarged or extended, so far as such com¬
pensation shall be derived from any license to use the inven¬
tions and improvements, or an}r of them, other than lamps,
covered by this agreement, in connection with such enlarge¬
ments and extensions. All disputes between the parties as
to any questions arising hereunder of any shares of profits or
royalties to which said Edison shall be entitled, shall be left to
arbitration as hereinafter provided in the fifteenth section
hereof.

As regards the manufacture of the aforesaid improvements
and inventions, it is further agreed as follows, that is to say :

(1) The said General Company and its assigns shall have
and possess, subject to this agreement, the sole aud exclusive
right and liconso in all countries of the continents of North
America and South Am orica, and for use in said countries of

27

othor ending of any foreign patents eovoring any of tlio said
inventions, from lapsing or otherwise oniling in consequonce of
any failure to pay annuities or othor roquired governmental foes,
or of any failure to work the said patents or to manufacture the
iuvontions covorod thereby, to the end that the Lottors Patent
of the United States of America acquired by the General Com¬
pany ns heroin provided for, anil on the same or similar inven¬
tions, may not bo limited in life by the lapse, annuUmeUt or
other extinguishment of any foroign patent or other equivalent
governmental franchise. The said Edison further agrees that
in addition to tho foregoing provisions, ho will do all such other
acts and things ns may be reasonably roquired of him, to facili¬
tate and protect the said Goneral Company in its full onjoyment
and use of tho said improvements, inventions uuil patents, to
the extent provided for in this agreement.

Thiiiteentii.

Referring to the provision contained in tho first and third
sections hereof to the effect that tho said Edison shall assign to
the said General Company any and all of the aforesaid improve¬
ments and inventions made by him prior to tho first day
of October, 1895, tho said Edison agrees that if this agree¬
ment shall not have been terminated, as provided for
in the fourth and fifteenth sections hereof, or otherwise,
before Octobor 1st, 1895, he will not theretofore or thereafter
outer into any contract with any othor party or parties to
assign to them any similar iuvontions or improvements
which he may make within five years thereafter, that is to say
betweon Octobor 1, 1895, and Octobor 1, 1900, without first
giving tho said Goneral Company tho right to acquire them on
terms not more onerous than those to be exacted from such
other party or parties, the said Edison hereby agreeing to give
tho General Company notice in writing of any proposed new
contract as to any invention or improvement, anil the General
Company to have 30 days after such notice (whioh in no case
shall be givon prior to Octobor 1st, 1895) in which to moke a
noiv contraot with said Edison in respect thereto, as herein
provided.

li’oUUTEUNTU.

Tho said Goneral Company will, aud hereby does, acknowl¬
edge and admit the validity of any and all patents (and the
sufficiency of all of the claims of oaeh of the said putonts)
M-hioh may bo issued, or bo applied for and bo afterwards issued,
during tho coutiuuuuoo of this agreement, and in any part of
tho world, to tho Baid Edison or his assigns, upon any of the
improvements and inventions of tho said Edison horein referred
to and covered by this instrument, and hereby covenants,
whether this agreement continues or not, and whether an ad¬
verse decision in any action at law or nny suit in equity on any
of such patents shall have boon rendered or not, that it will not
violate, infringe or contest tho validity of any such patents,
during their several terms of life, ns originally granted or after¬
wards extended, or tho sufficiency of their specifications, or aid
and encourage others in so doing: Save and excopt, how¬
ever, that if any of such patonts shall have been ndjudionted
invalid in any action at law or suit in equity aud no appoul
shall have boon taken therefrom, or if in the ovout of such
appeal, tho final adjudication shall have been adverse to tho
validity of such pntont, the General Company shall thou no
longer be bound, ns above provided for, to acknowledge and
admit the validity of such patent or patents thus adversely
adjudicated upon ; and the said Edison hereby makes a corres¬
ponding acknowledgment and admission, as regards tho conti¬
nents of North America and South America, touching any and
all patents acquired by tho said General Company hereunder.

Euu'eenth.

Owing to tho difficulty of foreseeing and making adequate
provision in this agreement for every quostion which may urise
between the parties horeto in connection with tho inventions
and improvements of the said Edison as heroin provided for,
aud it being the desire of tho parties hereto that in the event of
any such questions arising which cannot be amicably adjusted,
the same shall be determined by arbitration, it is agreed that
whenever it shall be found that this agreement lias not made
adequate provision for the rights and obligations of both par¬
ties hereto touching any and all questions arising out of the

30

Sixteenth.

This agreement, which shall continue in force us provided
for supra in subdivision (4) of the tenth seotion hereof, shall
bind and enure to the benefit of the said Edison, his heirs,
executors, administrators and assigns, and shall also bind and
enure to the benefit ot the said General Company, its successors
and assigns.

In witness whereof, the said Edison General Electric Com¬
pany has caused its corporate name and seal to bo hereto
affixed and attested by its proper officers thereunto duly au¬
thorized, and the said Edison lius hereunto set Ins hand and
seal, nt the City of New York, on the day and year first above
named, this agreement being simultaneously executed in two
like parts.

Edison Geneiial Eleothic Coni'ANY,

By

[seal.]

President.

Attest :

Seoretary.

[seal.]

Witness

to Mr. Edison :

[28077]

THOMAS ALYA EDISON

EDISON GENEEAL ELEOTBIC CO.

THE NOETH AMEEIOAN CO.

ELECTRIC RAILWAY AGREEMENT.

Dated, October 1st, 1890.

^Sjvccnxcnt, made this First day of Oetobor, 1800, between
Thomas Alva Edison, of Llewellyn Park, Stnto of New Jersey,
of the first part ; the Edison General Eleothio Company, a
corporation organized under the laws of the State of Now York,
nntl having its prinoipal office in the City of New York, herein¬
after called tho Geueral Company, of the second pnrt ; nnd The
North American Company, a corporation organizod under tho
laws of tho State of Now Jersey, and having an office in tho
City of Now York, of the third pnrt.

Whereas, the said General Company is interested
in, and tho said North American Company proposes to
become interested in, tho development and promotion of
eleotrio railways, and both of tho said parties, recognizing
the importance of developing, perfecting and cheapening
tho eleotrio railway systoin and apparatus applicable thereto,
desire to avail themselves of the experience, skill and
inventive genius of the said Edison, nnd to acquire for the
United States of America and tho Dominion of Oaundn, what¬
ever improvements and inventions applicable to oloctrical rail¬
ways ho may now bo in procoss of perfecting or may hereafter
make and perfect within fivo years from the date of this instru¬
ment; nnd

Whereas, it is intended that the said General Company
shall acquire the legal title to any and all of tho said improve¬
ments and inventions as well ns to any and all patents granted
therefor in tho United States and tho Dominion of Canada,
nnd shall permanently retain and possess the exclusive right to
manufacture under tho aforesaid patonts, snbjoct to certain
conditions and restrictions hereinafter set forth ; and

Whereas, tho said General Company has already expended
a large sum of money in tho acquisition of patents and rights
under patents rolating to electric railways, especially by tho

2

purchase! of stook of tho Edison Eloctrio Light Compuny and
tho Sprague Elootrio Railway and Motor Company, which
companies own such patents ; and

Wiieiieas, expensive experiments by fclio said Edison will
bo necessary for tho making of fclio expected improvements and
inventions by him, rointiug to electric railways and horoinboforo
roforrod to, and it is also desired that said improvements nud
inventions, when and ns from time to timo sufficiently per¬
fected, or so supposed to bo, shall bo fully tested and demon¬
strated by sufficiently largo tests and demonstrations to tho
ond that not only tlioir perfection but also the fact that they
huvo oomineroial utility and economy may bo clearly ascer¬
tained and shown by actual experience, and that suoli tests
and demonstrations shall bo continued until such perfection
and commercial utility and economy shall bo reached nud
fully ascertained and shown ; and

Wiieiieas, the said North American Company is willing to
boar the cost of said experiments, tests nud demonstrations,
to tho extent and upon tho conditions hereinafter defined ; awl

_ Wiieiieas, all tho parties hereto desiro now to set forth in
this instrument tho terms and conditions upon which tho afore¬
said mnttors shall bo curried out ;

AlOUl, tlveVCfOVC, In consideration of tho mutual prom¬
ises heroin made, and of tho sum of one dollar in hand paid
by oacli of tho parties hereto to each of the others, the receipt
whereof is hereby acknowledged, it is doolurod and agreed as
follows, that is to say :

Fiiist.

It is agreed that the improvements aud inventions covered
by this instrument shall bo restricted to tho subject matter
of eloctnc railways and tho propulsion of railway trains by
means of electricity and to electrical locomotion on all
railways used by the public for the transportation of freight
or passengers, or on common roads, and to tho transmission
of eloctrio power from a distance for the aforesaid purposes

Ally and all of tho uforosaid improvements and inventions
relating to “oloetrio railways ' (inoludiug also tho aforesaid
joint uso” and “ special joint use ” improvements and inven¬
tions, us described above in the first section hereof and more
particularly provided for below in tho third sootiou hereof),
whioli tho said Edison oitlior has made and 1ms not nlrendy dis¬
posed of or is now engaged in making or perfecting or may
malfo within fivo years from tho date horoof, that is to say,
at any time prior to the first day of October, 1895, unless this
agreement shall bo sooner terminated as hereinafter provided
for, shall, as regards tho United States of America and the
Dominion of Canada (but subject to all tho terms and condi¬
tions of this agreement), bo deemed to be tho property of, and
shall bo assigned to, tho said Goneral Company.

Inasmuch as the said Edison has by a certain other instru¬
ment in writing 0f ovou date herewith, made by and between
him and the said Edison Goneral Electric Company (herein re¬
ferred to as agreement “A," and reference to which is now
made for grontor particularity), agreed to assign to that Com¬
pany any and all improvements and inventions appertaining
to electric light, heat and power (with the reservation here-
matter sot forth), which he may make prior to October 1, 1895
for certain countries, including tho United States of America
and the Dominion of Canada ; and inasmuch as in the afore¬
said instrument tho said Edison has reserved the right to uso
his said improvements and inventions for tho purpose of elec¬
tric railways and the propulsion of railway trains by electricity
and electrical locomotion on all railways, used by tho public as
aforesaid, or on common roads, and for tho transmission of
electric power from a distance for said electric railways;
and inasmuch as tho said Edison now proposes to assign
to tho said Goneral Company all rights now or hereafter during
the continuance of this instrument accruing to or acquired by
him under and pursuant to the aforesaid reservation in the said
agreement “ A,” whether relating to “ exclusively railway " or

tho oxpense of tho G on oral Company, iu tho United States of
America and tho Dominion of Canada, and when obtained shall
be assigned to it. As regards improvements and inventions
as aforesaid, which lack the olemonts of patentability, or which
for any reason aro not patentable, the same shall nevertheless
be deemed to be covered ’by this agreement. Tho General
Company, however, may at any time in its discretion, and on
reasonable written notico to tho said Edison, decline to pay
the aforesaid expenses, both as regards any particular applica¬
tions for patents and as regards the expenses of obtaining them
after applications aro made, and in that event tho particular
improvements and inventions covered by tho said proposed
patents, shall thereupon become tho sole and exclusive property
of tho said Edison or his assigns (unless tlio North American
Company should pay for the same ns lioroinbolow provided),
without any compensation or repayment to the General Com¬
pany for experimental expenses or otherwise, or for patont ap¬
plication expenses theretofore incurred, and the said Edison
or his assigns shall bo free, but at his or their owu further
expense, to talco out patents or to take such other action touch-

8

patented us nforesuid, so fur ns they relute to the oxcIubiou and
reservation heretofore umdo herein in his fuvor.

It is further agreed thnt in cubs the General Company de-
eliuos to pay for any putonts, us lioreinubove provided, the snid
Edison shull notify the suid North Amorioan Company, und in
onso tho said North American Coinpuny slmll, within a reosou-
ablo time thereafter, elect to pay for letters patent itself, and
slmll notify tho said Edison thereof in writing, and shall uotunlly
pay for suid patouts, tho forfoitod rights of tho suid Gouorul
Company hereunder (other than tho right of innnufncturo), in
respect to such particular patents (but not otherwise), shull
theiOi.pou become tho sole and exclusive property of the suid
North American Company, nothing in these presents to tho
contrary notwithstanding. But it is distinctly understood and
agreed thnt the right to uoquiro the aforesuid patents, and tho
solo and exclusive property acquirable thoreiu as aforesaid,
shall not in any event give to tho said North Amorioan Com¬
pany any greater rights or privileges touching tho said patents
than the said General Company would itself have possessed
under this instrument if it hud paid for tho said patents.

It is further agreed that each of tho parties hereto shall
and will at any and all timos hereafter, execute such other and
further instruments in writing as may bo reasonably required
by either of the parties hereto to more fully carry out tho
foregoing provisions of this section as well as any and all
other provisions of this agreement.

Eiftii.

In order to provide adequate capital to perfect the improve¬
ments and inventions covered by this instrument, and to make
the requisite demonstration of their value as hereinafter fully
provided for, it is further agreed us follows :

(1) Inasmuch as the said Edison is already occupied in devis¬
ing and perfecting a comprehensive system of electric railways,
embracing generally suoli improvements and inventions as re¬
late to the subject matter of electric railways as defined in the
first section hereof, and proposes, and hereby covenants and
agrees (duo regard being paid to his othor imperative ougago-

mcnts), to immediately mid continuously devote lumsolf to
such occupation, to the cud tlint tho commercial practicability,
officioncy and economy of the said comprehensive system of
electric railways, may as soon ns possible bo practically
and fully tested and demonstrated, until such system shall be
recognized as, and successfully shown to bo commercially prac¬
tical, oilioiont and economical, on a largo scale ; and inasmuch
as it is doomed dosirable that arrangements should now bo
made for procuring adoqiuite capital requisite for snob occu¬
pation in devising and perfecting the said system, and
for such test and demonstration j mid inasmuch ns it
is boliovod by all tho parties lioroto that tho amount of
capital requisite thorefor will bo vory largo, and tho said North
Amorionn Company is willing to assume tho obligation of agree¬
ing to supply the sumo, subjoat to tho terms und conditions of
this ngroomont and more particularly subjoot to tho provisions
of tho sixth section lioreof, provided tlint it, tho snid North
American Company, may participate in profits derived by
tho Goneral Company from the improvements and inven¬
tions hereinbefore roferred to, to tho extent and
subject to the conditions in this agreement provided :
Now, therefore, tho said North American Company,
agrees (subject to tho limitations and conditions sot forth in
the next succeeding or sixth section hereof) not only to furnish
the money to pay for the expenses of ull experiments connected
with completing tho aforesaid comprehensive system of electric
railways as horotoforo provided for in this instrument, but also,
as soon ns the said system of electric railways shall reach a
point where it is believed by the said Edison that such demonstra¬
tion can be carried to completion as aforosnid, to furnish tho re¬
quisite amount of capital to pay for practically and fully demon¬
strating on a largo scale that said system is commercially prac¬
tical, efficient and economical, and to make such practical dem¬
onstration, and to take such steps and make such outlays from
time to time as shall be deemed necessary and as shall bo cal¬
culated to promote tho carrying out of such practical demon¬
stration until such practical demonstration sbnll bo success¬
fully and fully mndo ; and in case of dispute as to the extent
or result of such demonstration, the snino shall bo referred to
and settled by arbitration in the maimer horeinaftor provided
for in tho eleventh section hereof.

□ oungution mourrod by the said North Amoricuu
this and in the next succeeding or sixth section,
t to arbitration in tho nianuor providod for be
ivontli section thereof, nud that the said urbitr.
vo full power to decide both in general and in i
dl bo a fair and reasonable interpretation of tho I
f and intent of this soctiou of this agreement,
“fi .had to what was intended by tho parties horeti
'>* intention is disolosed by this seotion of this agi
lorwiso heroin. But nothing horoin contained
bo coustruod as giving, to the said North Amei
ly any right to luako tho aforesaid domonutmtu

13

pany may terminate its obligation to make tlio foregoing
payments for expenses in the following manner, to wit :

(1) As regards tlio aforesaid oxpensos of tlio said Edison
to bo paid by the North American Company as above provided
for in the next preceding purugmph hereof, and also as
rogards the monoy to be furnished by tlio said North Ainorioun
Company to pay for practically and fully demonstrating on a
huge sealo the commercial oiliciouoy and economy of the
improvements and inventions made by the said Edison as
herein provided for, and more particularly sot forth in the
next preceding or fifth section horeof, it is agreed that
the said North American Company may, if it so desire (a),
torminnto its obligation to make any furthor payments for any
of the purposes of this agreement, whenever it shall have paid
undor this agreement for said purposes, or any of them,
amounts aggregating at least two hundred and fifty thousand
dollnrs (9250,000), by giving at lonst three mouths’ written
notico both to the said General Company and to the said
Edison, of its desire and decision so to terminate, which notice
shall bo authorized by a resolution of its Board of Directors,
and shall bo irrevocable on the purl of the said North American’
Company, or (i) if it shall not havo terminated its said obliga¬
tion, ns aforesnid, it may terminate its said obligation whenover
it shall have paid under this agreement for said purposes,
or any of them, amounts aggregating at least five hundred
thousand dollars (8500,000), by giving at least three months’
written notice in manner as aforesaid, authorized by its Board
of Directors mid irrevocable, also ns aforesaid.

(2) In ease tlio said North American Company shall
terminate its obligation, as aforesaid, when it shall have
paid at least $250,000 (but less than $500,000), it shall
nevertheless be entitlod to participate to the extent of
0110-fifth in all not profits or other beuofits (other than
manufacturing profits ns hereinafter provided, and after
deducting tlio payments and expenses ns provided for
in the first clause (1) of section soveutli hereof), whether
in cash or kind, received by und remaining with the said
General Company, which shall directly result from any
system of electric propulsion and locomotion for any one

or other benoiits), si
eeaso mid determine)
implied to tho conti
however, that if tho
promptly made payn:

S2S0.000, or §500,000,
participato in benefits

in the second subdivision of this tho sixth section hereof, and
f to tho oxtont thoroin provided, but subject to tho right oi
said General Company to pay bad: the expenditures of
said North American Company as furthor provided for in
ise (4) of the said subdivision.

Fouiitii : Xu the event of tho said North American
epany electing not to make furthor payments in any
ho eases above provided for in tho second subdivision
liis tho sixth section hereof, or in tho event of the said
tk American Company failing for any reuson wliut-
'er for a period of more than two successive calendar
iths, to make the payments called for by tho provisions
lis instrument, thou and in suoh event, or in tho event of
ights being terminated under the olovontli section hereof,
said Edison and the said Gouoral Company shall bo jointly
to make such arrangements, either between themselves, or
i other parties, as they (t. e. the said Edison and the said
ernl Company) may mutually agree upon, without regard to
said North American Comnauv. save and oxennt ns rernirrls

20

whether or not his oxpouses iis above provided for should be
charged to and paid by the said North American Compnny, it is
agreed that hoshnll be allowed to use his best jiulgmentin making
such charges, noting in good faith, and that the statement shall
be paid, and that in case it afterwards turns out that the
said oxpensos should properly have been charged to the said
General Company ns provided for in the aforesaid agreement
“A" made between that Company and the said Edison, the
said General Company shall reimburse the said North American
Compnny at such times and to such an extent as may bo
mutually agreed upon between those two oompnnies, or, in the
event of their not agreeing, as may bo determined by arbitra¬
tion ns provided for below in the eleventh seution horeof.

(4) Tlie said Edison shall allow the said North American
Compnny and its authorized agents reasonable opportunity to
examine his books and accounts to verify any statement of ex¬
penses made by him to that Compnny as above provided for.
In case the North American Company pnys to the said Edison
the amount of any erroneous statement, without prior verifica¬
tion, or in case any error is discovered in any statement after
pnyment thereof, the same shall be immediately udjnsted by
requisite payments from one of the said two parties to the
other, nocording to the facts of the case, provided that demand
therefor be made within a reasonable time after enrol- is discov¬
ered, and that demand in any event be made within reasonable
time, it being intended that in the absence of fraud or bad
faith, the North American Company and the said Edison shall,
after the lapse of a reasonable time, and in any event, be pre¬
cluded except by mutual consent from making any claim upon
each other for revising any statement in question or readjusting
tho amount paid thereunder.

(fl) In the ovent of any disagreement arising as regards any
of the aforesaid oxpenses or any of the provisions of this seotion,
it shall be left to arbitration as hereinafter provided for in tho
eleventh seotion hereof, and inasmuch ns the parties hereto
recognize that questions as to experimental expenses may arise,
where an exact determination on the merits may be extremely
difficult, the arbitrators shall be at liberty to direct any com-

‘21

promise us to expenses in disputed euses which they, or u ma¬
jority of thorn, may deem oquitable.

I Seventh.

Begurding profits or other benefits to bo derived by the
said General Company from or in connection with the im¬
provements, inventions and patents, to bo acquired by it here¬
under, or from or in connection with the granting of licenses,
privileges or other rights, including good-will, relating to any
or all of the aforesaid improvements, inventions and patents, it
is agreed as follows :

(1) As regards any uud ull systems of electric railways us in
this agreement dofined, and all and any completed parts thereof,
and all improvements, inventions, patents, nnd all rights
relating thereto, which the said General Company may acquire
or be entitled to acquire under and pursuant to any or all of
the provisions of this instrument, it is agreed that at stated
periods as hereinafter provided for, all net profits, or othor
benefits or advantage, of any nnd nil kinds whatsoever, derived
by or accruing to and remaining with the said Genoral Com¬
pany from or on account of the aforesaid systems, improve¬
ments, inventions, patents, nnd all rights thereunder (excepting
the manufacturing profits hereinafter provided for), nnd ufter
deducting all payments to agents and other proper expenses
of sale or exploitation howsoover incurred by said General
Company in connection with the aforesaid systems and inven¬
tions, together with a fair proportion of the general expenses of
the General Company as provided for below in this clause,
shall bo determined and stated in money (or in kind ns.provided
for below in the next clause hereof), and that thereupon tho
same shall bo deemed to bolong to, and shall bo distributed
among, the parties hereto, in the following proportions, that is
to say, one-fifth thereof Bliall be paid and given to the said
Edison, and the remaining four-fifths shall bo equally divided
between the said General Company and the said North Ameri¬
can Company as hereinbefore provided for, provided the North
American Company shall not have theretofore forfeited or
limited its right thereto, as provided for above in the sixth

22

section hereof. The meaning of this agreement, and more par¬
ticularly of tins elauso thoreof. is declared to bo that unless
forfeited or limited us nforesuid, tho right of the North Ameri¬
can Company to participate in the aforesaid profits, benefits or
advantages, shall begin immediately upon the execution of this
instrument, and that the said North American Company shall,
subject to the terms and conditions hereof, as regards for¬
feiture or otherwise, thoneofortli bo entitled to two-fifths of tho
said profits, benefits or advantages, as in this subdivision sot
forth, it being clearly understood, however, that in ease the said
North American Company shall elect to terminate its liability,
as hereinbefore provided in clause (1) of the second subdi¬
vision of tho sixth section hereof, thereafter, that is to say,
after tho payment of the smn of §250,000, or S500.000 as
the case may be, as therein provided, or if its rights here¬
under shall be terminated as provided in the third subdi¬
vision of the sixth soutiou hereof after payment by it of
§250,000, or §500,000, it shall be entitled to participate in the
snid net profits, bouofits or advantages, only to tho extent set
forth in clause (2), or clause (3), as tho case may be, of the
second subdivision of the said sixth sootion, and that in case
the snid North American Company shall forfeit its rights here¬
under prior to tho payment of §250,000 ns hereinbefore
provided in subdivision third of the sixtli soction hereof, it shall
not be entitled to participate ill tho said net profits, benofits
or advantages to any extent whatsoever. Regarding the
general expenses deductible us above provided for in this
clause, the samo shall include what are customarily known
as general expenses as well as the expense of all litigation
connected with tho patents, improvements and inventions
acquired by the General Company under this agreement,
but shall not inclndo the expense of obtaining patents
(which shall be borne by the General Company), nor in-
cludo experimental and demonstration expenses, ns provided
for in this agreement aud more particularly in the fifth and
sixth sections hereof, nil of which are to be borne and paid by
the North American Company, without any claim against tho
said General Company or the said Edison for any part thereof.

(2) Inasmuch as the aforesaid profits or benofits accruing to the
said General Company may consist of something besides monoy,

23

that is to say, may somotiinos consist, either in whole or in part,
of shares of stock or bonds or other securities, it is agreed that
in suoh eases the aforesaid proportions shall bo paid to the said
Edison and tho said North American Company, in kind, that
is to say, they shall bo paid thoir respective sharos as
aforesaid in stooks or bonds or other securities as the same
may have been received by the said General Company, and in
suoh cases tho said Edison and tho said North American Com¬
pany, respectively, shall not bo entitled to payment in money,
oither in whole or in part as aforesaid, as the caso may be,
touching the said specifio transactions ns to which, and to the
oxtont to which, payment is mnde in kind, as aforesaid.

(3) The aforesaid determination and statement of profits and

other benefits shall bo mnde annually immediately after and
within thirty days from tho regular annual closing of the
ncoounts and business of the said General Company, according
to tho custom usunlly obtainable with it or with like organi¬
zations, and within sixty days thereafter, the several distribut¬
able and proportionate shares due to the said Edison and to
the said North American Company, as aforesaid, shall (ns re¬
gards all collections or receipts of any kind theretofore made
and received by tho General Company) be paid to them, sev¬
erally, in cash or kind, ns the case may be, by the said
Gonernl Company, the said General Company retaining and
appropriating to its own use its own share ns above

provided for ; and as regards all collections and receipts
of any kind, thereafter made and received by the General Com¬
pany from tho business of such previous year, the same shall,
within thirty days after being collected and received, bo paid
in cash or kind ns the caso may be, to tho said Edison and to
the said North American Company, ns aforesaid, the said Gen¬
eral Company thereupon retaining and appropriating to

its own use its own share ns above provided

for. In computing the aforesaid share of the North

.American Company, annual losses shall be deducted from
profits, ns provided for below in clause (G) of this section.

(4) Inasmuch as it may be practicable oither in consequence
of tho payment from time to time by licensees or others of fixed
and stated sums of money for the privilege of using the ira-

clause (5) of tlie ninth section hereof, shall bo considered as
profit distributable as aforesaid.

(G) Referring to the aforesaid 0110-fifth interest of tho said
Edison in profits as provided for above in olauso (1) of
this the sovoutb section of this agreement, and referring also to
his one-fifth interest in manufacturing profits as provided for
above in the next preceding clause (5) of this section, it is
agreed that for the purpose of computing tho aforesaid one-
fifth iutorost of tho said Edison in tho said two kinds of possible
profits, they shall ns regards each year, bo taken together, and
the amount to which ho shall be entitled horeuudor shall be a
one-fifth intorost in tho said aggregate. As regards the said
two classes of possiblo profits in any particular year, if one
class show a loss and the other class show a profit, the loss
shall be deducted from tho profit in determining the aforesuid
one-fifth interest to the said Edison. If both olusses, or the
aggregate of both classes, show a loss in any particular year,
the said Edison shall not bo entitled to any payment whatever
on account of profits touching the said year, but ho shall nob
otherwise bo charged with, nor shall ho in any event bo liable
for nny sliaro of the said loss of such year, either in tho par¬
ticular year in question or in nny other year or years, or
otherwise. In other words, in the accounting with tho said
Edison, the result of each year shall stand by itself, without
regard to tho result of any previous or subsequent year or years ;

inventions or improvement*, which request the General Com¬
pany may in its discretion grant ; but if the Gouoral Company
shall nevertheless continue carrying on business touohing the
same, no subsequent loss thereon shall be counted in estimating
the amount of profits to which said Edison shall ho entitled
under any of the provisions hereof.

The said Edison and the said North American Company and
his and their agents shall have reasonable opportunity to ex¬
amine tho books and nocounts of the said General Company
for the purpose of ascertaining tho aforesaid profits and of
verifying any and all statements and payments mndo to him
or it by tho said Gonoral Company in that regard. Any
questions arising out of this section, shall bo loft to arbitration
as provided for below in the eleventh Bectiou horeof.

(7) As regards all profits, benefits or advantages of any
kind, accruing to the said Edison and the said North American
Company, jointly or severally, under this section of this agree¬
ment or olsewhoro herein, it is agreed that tho Gonoral Com¬
pany shall have the right, on or after October 1st, 1910, at
its discretion, to terminate the rights of the said parties, or
oithor of them, either in whole or in purt, ns it may prefer,
to participate in profits, benefits or advantages as aforesaid,
upon paying to them or either of them, as the case may bo,
such a sum of money as may be mutually agreed upon by the
the said General Company and the other party or parties here¬
to whoso rights are so terminated. In the event of n failure to
agree as to tho amount or amounts to be paid as afore¬
said, the fixing of tho same shall bo left to arbitration
by the interested parties, as provided for in the eleventh
section horeof, and in discharging their duty the arbi¬
trators shall take into consideration all tho circumstanoes of
the case, past and prospective, and especially the advantage of
tho prosont payment of a round sum in cash ns compared with
the risk aud uncertainty of future profits. The respective pav-rh
tios hereto shall execute such receipts, releases under seal, or
other documents intended to give effect to the result of the
arbitration, as the said arbitrators may direct. This clause,
howover, shall not bo construed ns abridging in any way the
rights of tho Goneral Company under clause (4) of the second
subdivision of the sixth section hereof.

27

(8) It is distinctly understood and agreed that nothing
herein contained which provides for a division of profits between
the said General Company, tlio said North American Company
aiid the said Edison, or between the said General Company
and oithor one of the said other two parties, shall operate to
make them or oithor of them copartners with tho said Gonor"l
Company and responsible for any of its dobts or obligations
whatsoever, it being intended that no copartnership nor joint
liability of any description shall be created by this instrument
or in conscquonco thereof, whethor in law or in equity, save and
except as specifically provided for herein.

Ewimi.

It is agreed ns follows regarding tho exclusive management
of its own businoss to bo rotniuod by tho General Company,
and regarding tho grouting of licenses (and tho prices therefor)
to tho North Amoricnn Company and its assigns :

(1) Nothing in this agreement contained or provided for shall
be construed ns abridging, or as intending to abridge in any
way, tho control by the Gonornl Company over tho manage¬
ment of tho parts of its businoss which are made or embraced
in the subject matter of this agreement, or over the manu¬
facture and sale of the nrticlos embraced herein or made tho
subject matter hereof, or the prices to bo fixed and charged
therefor (except ns regards the manufacturing or shop prices
and licenses provided for below in tho ninth section hereof, as
to dealings with the said North American Company, and then
only iu the manner and to tho extent therein provided for), or
over the granting of licenses to operate under tho improvements
and inventions aforesaid and tho charges or profits to bo
derived as compensation therefor, or in any other respect what¬
soever, it being understood that suoli control (except ns to shop
prices, and as to licenses in dealings with the North American
Company, and then only in such manner and to sueli extont ns
in this agreement provided for), shall in all respects be absolute
and complete, and with the same force and effect as if this
agreement were a simple agreement made by and botweon tho
said Edison nud the said Genoral Company, binding him to

by it performed, mid subject to nil the other conditions of this
agreement the General Company lioroby agrees that it will at all
times grant Iieonsos to tlio snid North American Company, or its
assigns, for the said oloetrie system covered by this agreement,
lmt only in territory iu which the North American Company may
huvo adequately arranged for the use of the improvements and
inventions covered by this agreement (provided that tho General
Company shall not have previously granted any exclusive license
or Iieonsos for tho use of said system in said territory, or any part
thereof, or shall not have negotiations pending in respect to a
lioonsu for such territory, which it cannot in good faith than
abandon), and will soil tho necessary apparatus to the said North
American Company for its own uso in suoh territory, and to
sneli licensees for like use by thorn, at “ shop prices ” ns do-
fined bolow in tho ninth section hereof, and more particularly
iu clause (fi) of said section, or at such lower pricos as
may be mutually agreed upon from time to time by and between
tho General Company and tho North American Company. In
case tho General Company should refuse to grant a license to
the said North American Company or its assigns because of
alleged ponding negotiations which it cannot in good faith
then abandon, and in case said North American Company
should deem said refusal to bo for insufficient causo within tho
moaning hereof and that said pending negotiations can in good
fnith be abandoned by the General Company, the question
shall bo referred to arbitration as hereinafter provided.

(8) It is agreed that in all the aforesaid transactions with
the North American Compnny or its assigns, the said General
Company shall havo tho sole and exclusive right to fix
the price or other charge, whether in the nature of wlint is
commonly known ns a royalty oliarge, or license charge
(wliethor original or continuous), or otherwise, to be borne
and paid by each and every licensee or usor of any and
all improvements and inventions covered by this instrument,
wliethor patented or not, and shall also have tho sole and ex¬
clusive conduct and control of nil business deulings and transac¬
tions with such licensees or nsors, appertaining to and growing
out of suoh license or uso ; and nothing herein contained shall
authorize tho said North American Company, either ns just above
provided for, or otherwise, to carry on the business, either

itsolf or through agonts or employees, of milking sales of
the elootrie railway systems and apparatus, or any parts tlioroof,
covered by this instrument, it being intended, for tho purpose
of avoiding any confliot between tire said North American Com¬
pany or its agents and tire soiling department of tho said
General Company, that tho entire business of soliciting orders
and of making sales touching tho systems, apparatus, inventions
and improvements covered by this instrument, shall belong
oxelusivoly to tho said General Company.

(4) Regarding, however, all transactions which tho said
General Company may have with tho said Nortli American
Company or its assigns, and which involve the fixing by tho
General Company of tho royalty or license price or other
charge in addition to manufacturing profits, mentioned
above in the next preceding clause of this section, it is
agreed that in case tho aforesaid license price or oluirgo which
may bo oxaotod by the General Company from the said Nortli
American Company or its assigns, is deemed by the said North
American Company to be unreasonably large or burdensome,
or low and inadequate, the question of the fairness or
reasonableness of the said license price or olmrge shall be
referred to arbitrators (prior in each caso to tho granting of the
necessary license by the General Company for tho installation
in question, or the making of the necessary contract by tho
General Company with the licensee in question, and upon the
written request of the North American Company made to tho
General Company prior to tho aforesaid Hcoubo or contract ns
tho case may' bo) ns provided for below in the eleventh section
hereof, and the said arbitrators shall have the power either to
ratify tile said license price or charge as fixed by tho General
Company, or to increase or diminish it to such extent ns mny
seem just to them, or to a majority of them, in view of all tho
facts of the case, and especially in view of the license prices or
charges which the General Company shall then bo obtaining,
or able to obtain, from other licensees of like character. This
right to demand arbitration, however, shall not bo retroactive,
that is to say it shall not apply to any contract theretofore
made, or to tho terms thereof, nor shall it apply to the terms of
auy subsequent license under such prior contract.

(5) It is agreed that nothing horoin contained shall give either
the General Company or tho said Edison any right to parti¬
cipate in any arrangements of a striotly banking or financiering
naturo, niado by tho said North Amoricnu Company for tho pro¬
motion of the aforosnid business, and nocossary or expedient
for the said promotion j but both tho General Company and
tho said Edison shall be ontitled to full knowledge of such ar¬
rangements, und they shall bo duly cousidorod, so far as they
may enter into or affect, or aro liable to afl'eot, tho value of
any bonds or stool: or other securities aooruiug to tho General
Company for lioonses or othorwiso.

Ninth,

As regards the manufacture of the aforesaid improvements
and inventions, and as regards tho determination of cost, and
tho fixing of what is known as 11 shop prices, " it is agreed as
follows, that is to suj’ :

(1) Tho said General Company and its assigns shall have
and possess, subject to this agreement, the solo and exclusive
right and license in tho United States and the Dominion of
Cimada, and for use in those countries and not elsewhere, to
manufacture all of the inventions and improvements covered
by this instrument.

(2) The said Edison hereby reserves to himself and his as-
sigus (with tho consent of tho said General Company and the
Baid North Amoricau Company hereby given), the solo and ex¬
clusive right to manufacture within tho United States of
America and tho Dominion of Canada, for oxport to countries
other thnn thoso, but not for use in either of thoso countries,
all of the inventions and improvements covered by this instru¬
ment, and ho hereby agrees that ho will use his best endeavors
by agreement or by the use of marks and stamps or by other
reasonable means, to prevent anything manufactured by him or
his assigns undor this reservation, from being sold or used in tho
United States or the Dominion of Canada.

(3) The said General Company agrees that it will not man¬
ufacture any of the aforesaid improvements or inventions
which it is hereby licensed to mauufaoturo, for export to foreign

82

countries, without the writton consent of the said Edison or his
assigns. But nothing herein contninod bIiiiII prevent the said
General Company from manufacturing, and it is agreed that
tl>o said Company shall lrnvo the right (subjoot to this agree¬
ment) to manufacture, the aforesaid improvements and inven¬
tions in tlie United States for export to Canada, or in Cnnada
for export to the Unitod States. Tho said General Company
liorohy further agroos for itself and for its licensees and assigns,
to uso its best endeavors oitlier by agreement or by tho use of
marks and stamps or by other reasonable moans, to provont any
articles manufactured by it as above provided for from being
exported except as between tho United States or tho Dominion
of Cannda, as aforesaid.

(4) Tlie said General Company agroos to seek to develops
the use of the aforesaid improvements and inventions, and to
keep its manufacturing establishment fully up to tho regular
demand therefor (save and oxoept in caso of strikes, unusual
orders or other unforeseen or temporary causes), and should
the said General Company make any default therein (saving and
excepting ns above stated), and should such default continue for
six months after written complaint served by either of the other
two parties to this ngroomont on the General Company, tho
question of how a further continuance of such default shall
reasonably be provided against, shall be loft to arbitration as
hereinafter provided for.

(6) The said Edison and the said North American Company
shall severally be supplied by tho said General Company with
annual statements at the end of onoli fiscal year showing
in detail tlie cost to it of manufacturing tho improvements
and inventions covered by this agreement. It is further
agreed, for tho purpose of ascertaining tho manufacturing
profits in which tho said Edison is to participate ns
provided for above in clause (6) of tho seventh sec¬
tion hereof, and also for the purpose of fixing “shop
prices,” that tho said cost shall include mid be restricted to (a)
cost of labor, materiul and genornl expenses (and tho said gen¬
eral expenses shall be averaged ovor tlie entire output of tho
factory or factories in question for tho year, and shall in¬
clude five por centum of tho said aggregate cost of labor and
material for depreciation of plant), and (!>) uuy royalties

against the North Amorioan Company or its duly licensed as¬
signs) in the deficiency (if any) of one yonr to bo recovered
by means of increasing prices ns aforesaid, ns to subsequent
years, unless n like reduction in “shop prices" shall have
been made to the North American Company and its duly
licouscd assigns.

(8) If it bo found that in any year the prices realised by the
Gonoral Company for manufacturing, ns above provided for, in
such year, shall have yielded over twenty per centum profit ns
aforesaid, the said " shop prices " shall thereafter bo reduced
until the excess of suoli year is absorbed and until only an
average of twenty per' centum profit is thereafter ronlized
annually, and the North Amorioan Company or the said Edison
may at any time, if not satisfied as to the performance of this
provision by the General Company, require the submission of
this question to arbitration as in the eleventh seotion hereof
provided.

(9) The said Gonoral Company shall have no power to
grant any rights to manufacture, and it shall always use reason¬
able efforts in good faith to prevent others from manufacturing,
any of the improvements and inventions covered by this agree¬
ment, unless such rights are granted and suoli manufacturing
bo done, subjeot to the terms and conditions hereof, and more
particularly to the provisions hereof regarding “shop prices,"
manufacturing profits, and the one-fifth interest of the said
Edison in all manufacturing profits as herein provided for.

Textii.

The parties hereto furthor agree us follows :

- (1) The North American Company agrees that subject to the

provisions of tho foregoing or ninth section hereof and to tho
other provisions of this instrument, it will use exclusively
tho systom of olectric railways provided for and covered by this
agreement, and will not purchase, contract for or become
directly or indirectly interested in any competing or con¬
flicting system of electric railways, including all parts and
appliances thereof ombrncod in and covered by any of the pro¬
visions of this agreement, to the end thnt the said North Amer-

85

ioim Company shall bu bound in good faith to use exclusively
the Edisou syatom of elootrio railways, provided for herein
and moro fully defined above in tho first section of this
instrument. If, however, this provision should at any time
be deemed burdousome by the said North American Company,
in consequence of tho failure of tho said Edisou to pro¬
vide a commercially successful railway system as herein
provided for, within a reusonablo tiino, tho said North
American Company shall bo allowed meantimo (unless
the General Compauy is able to supply the roasonablo
requirements of tho North American Company by or from othor
systems then operated or controlled by the said Gonoral Com¬
pany) to uso any other electric railway systems, or tho parts
thereof which said General Company cannot otherwise supply,
until tho General Company is nblo to supply tho reasonable re¬
quirements of tho North American Company ; and in case a
dispute liorouuder between the General Company and the
North American Company, it shall bo loft to arbitration os
provided for below in tho next section hereof.

(2) Referring to the provision contained in the second sec¬
tion horeof to the offoct that the said Edison shall assign to the
said General Company any and all of the aforesaid improvements
and inventions made by him prior to the first day of October,
1895, the said Edison agrees that if this agreement shall not
have been terminated before October 1st, 1895, ho will not
(thoretoforo or thereafter) ontor into any contract with any
other party or parties to assign to them any inventions or im¬
provements relating to electric railways ns hereinbefore defined,
which he may make within five years thereafter, that is to say
between October 1, 1895, and October 1, 1900, without first
giving the said General Company the right to acquire them on
torms not more onerous than those to be exacted from such
other party or parties, the said Edison hereby agreeing to give
the General Company notice in writing of any proposed new
contract ns to any suid invention or improvement, and the Gen¬
eral Company to have 30 days after such notice (which in no
case shall be given prior to October 1st, 1895) in which to agree
to make a new coutraot with said Edison in respect thereto, as
herein provided.

amicably adjusted, fclio same shall bo dotorminod by arbitration,
it is agreed that whenever it slmll 1)0 found that this ngroomont
has not made adoquate provision for tho rights and obligations
of any party lioreto tonohing any and all questions arising out
of tho gonoral subject matter covorod Iioreby, and whenever any
question or disagreement arises out of any of tho provisions
herein sot forth, tho same shall in all cases be left to arbitration
in the usual manner, that is to say, eaoh party nffootod shall
select one arbitrator, the arbitrators so selected, if two, shall
select a third, or if tlireo in tho first instance, shall select a
fourth and a fifth, and tho decision of all of tho said arbitrators,
or of a majority of them, shall bo final and binding.

Tho said arbitrators shall aot with all reasonable dispatoh,
and shall have jurisdiction to render awards in the nature of
Judgments for sums of money, and of speoifio performance, as
well as awards interpreting or construing tho provisions of this
agreement; and in uddition to their foregoing powers ns well os
to all othor powers or remedies existing at law or in equity
which the said arbitrators may enforce, the following remedies
are horoby expressly provided for, to wit :

(1) Should the said Edisou refuse or nogloet to perform any
of the obligations heroin by him assumod and agreed to in rela¬
tion to arbitration, or to perform and abide by any award duly
rendered therein, the General Company and the North Ameri¬
can Company, jointly or severally, shall have the right, at its or
their option, to terminate this agreement forthwith (either in
into, or, if it or they so desires or desire, reserving its or their
right to continue tho enjoyment of any or all of its or
their rights whether connected with the improvements, in¬
ventions or patents theretofore acquired hereunder, or thore-
aftor to be acquired hereunder, by continuing their respective
stipulated payments to the said Edison in rospeot thereto), as
of the date of such refusal or neglect, by a notice in writing to
said Edison stating the reasons therefor; and in addition
hereto, to toko such remedies at law, or in equity, as it or tlioy
may deem best.

(2) Should the said General Company refuse or neglect to
perform any of tire obligations heroin by it assumod and agreed

to in relation to arbitration, or to perform ami abide by any
award duly rondorod therein, the North Amorioun Company
and tlio said Edison, jointly or soverallv, shall have tho right,
at his or tlioir option, to torinumto this agreomont forthwith
(oithor in toto, or so fur ns tho North American Company is
concerned, itsolf, if it so dosiros, rosorving its right to continue
its enjoyment of any or all of its rights lioroiuidor, hy continu¬
ing its the stipulated payments to tho said Edison hereunder,
the said Edison hereby covenanting that the same shall
ho binding on him), as of tho date of suoli refusal
or neglect, by a notice in writing to tlio said General Com¬
pany stating tho reasons therefor ; and in addition thereto, to
take such remedies at law, or in equity, as ho or they may
deem best.

(3) Should tho said North American Company refuse or
negleot to perform any of tho obligations heroin by it assumed
lind ngreod to in rolation to arbitration, or to perform and
abide by any award duly rondorod therein, the General Com¬
pany and the said Edison, jointly or severally, shall have tho
right, at his or their option, to terminate this agreomont forth¬
with (oithor in into, or so fur ns tho General Company is con¬
cerned, itsolf, if it so desires, rosorving its right to continue
its enjoyment of any or all of its rights hereunder, by continu¬
ing its stipulated payments to the said Edison hereunder,
the said Edison hereby covenanting that tlio samo shall
bo binding on him), ns of the date of such refusal or neglect, by
a notice in writing to tho said North American Company stating
the reasons thorofor ; and in addition thereto, to tuko such
remedies at law, or in equity, ns he or they may doom best.

Twelfth.

This agreomont shall bind and enure to the benefit of the
said Edison, his heirs, oxooutors. administrators and assigns,
and shall also bind and enure to tlio benefit of tho said Gen-
ornl Company, and tho said North American Company, re¬
spectively, and their respective successors and assigns.

In witness wheiieof, tho said Edison General Electric
Company and the said The North American Company have

irouuto duly authorized, and tlio said Edison has lierounto
; his hand and seal, at the City of New York, as of tlie day and
ir first above named, this agreement being for convenience
nultaneously executed in three like parts. ,

A G R E E M E N T made the 31st day of December,
1890, by and between THE EDISON ORE MILLING COMPANY, LIM¬
ITED, a corporation organized under the laws of the State
of Hew York, of the first part, and the NEW JERSEY AND
PENNSYLVANIA CONCENTRATING WORKS , a corporation organized
under the laws of the State of New Jersey, of the second
part.

WHEREAS, the parties hereto, entered in a
certain agreement dated the 18th day of November, 1889,
whereby the party of the first part licensed the party of
the second part to use within the States of New Jersey and
Pennsylvania the improvements and inventions for separating
iron ores, covered by certain patents owned and controlled
by said party of the first part, which patents are more
parti cularly specified in the aforesaid agroement , to which
reference is hereby made; and

V/ H E R E A S, in consideration of such license,
the party of the second part agreed to pay certain royal¬
ties to the party of the first part, namely, the sum of
15 cents per ton, railway weight , on each and every ton of
concentrate separated by the second party, the amount of
such royalties for the year ending December 31, 1890,
to be paid by the said second party, being agreed upon at
the certain guaranteed sum of, at least, $2,000.; and

WHEREAS, the party of the second part has
been delayed, for various reasons, in completing its pro¬
posed works , wherein the said patented devices were to he
used, and has consequently been unable to make that use of
said inventions which was contemplated when the amount of
royalties for the first year was fixed upon; and

WHEREAS, the party of the second part de¬
sires to obtain from the party of the first part an exten¬
sion of time within which to pay the amount of said first
year's royalties, (namely, the stun of §2,000.), and as a
consideration therefor is willing to increase the rate of
future royalty payable under said agreement to, at least',

25 cents, instead of 10 cents, for each and every ton of
concentrate which shall bo separated as aforesaid, either
by the said party of the second part, or its sub-licensees.

Nov/, THEREFORE, this agreement
Wi tnes s e th, that in consideration of the prem¬
ises and in further consideration of the sun of One dol¬
lar in hand paid by each of the parties hereto to the oth¬
er, it is agreed as follows!

FIRST: The said party of the first par.t here¬

by grants to the party of the second part an extension of
time, namely, until and including the 51st day of December,
1891, within which to pay to it, the said party of the
first part, the sum of Two thousand dollars , the same being

(2)

the amount now and hereby stated and agreed upon as due and
ov/ing by the party of the second part to the party of the
first part for all royalties up to and including the 31st
day of December, 1S90, as provided for in said agreement of
November 18, 1889.

SECOND: The said agreement of November 18,

1889, is hereby amended in the following respects, namely,
that the amount of royalty therein provided for be clanged
from fifteen (15) cents to twenty-five (25) cents per ton
of c one situate separated; and the said party of the second
part hereby agrees that, from and including the first day
of January, 1891', it will pay to the party of the first
part the royalties as provided for in said agreement of
November 18, 1889, but at the rate of twenty -five cents per
ton, railway weight, on each and every ton of concentrate
separated by the second party, and at the rate of at least i
twenty-five (25) cents per ton, railway weight, on each
and every ton of concentrate separated by the sub-licensees \
of the party of the second part, instead of at the rate of j
fifteen (15) cents per ton, provided for by said agreement j
of November 18, 1889; it being hereby understood and
agreed that in all other respects (save and except as above j
provided for) the said agreement of November 18, 1889,
shall be valid and binding upon the parties hereto, in¬
cluding the minimum yearly amounts of royalties payable
by said party of the second part, which are provided for

(3)

HARRY F. MILLER FILE

1891

fyu^fxiu U-

^ l+,/8Cjl

^

Qsujljj. '.'d^A»y.i4^{.
“A-^Or §»£s^ C

3

New York City, April 4th, X89I.

To

S.B. Eaton and Daniel Lord, Jr.,

Referring to the tripartite Trust Agree¬
ment, betv/een ourselves and the Central Trdst ■; Company of
New York, heretofore executed by us but not by the sai-d
Trust Company, dated April 16, 1890, the said agreement '
providing for depositing certain stock certificates of
the Edison United Phonograph Company with the said ]
Trust Company, we have decided to do away .with the- said I
agreement. Mr. Lord is therefore hereby requests^' 'io j
deliver to Colonel Qouraud his said stock certificates !
now in Mr. Lord's possession, and Mr. Eaton is rer
quested to deliver to Mr. Edison the stock certificates
belonging to him which are now in Mr. Eaton's possession

Duplicate copies of this letter are' execu
ted by us, one to be delivered to Mr. Eaton and the
other to Mr. Lord.

A 0 R R E M K W T mado this

or ■— uma.

1891, by and between THOMAS A. KMSOH, of the Oity of
Orange, (Jaunty of Essex and state of New Jersey, of the
first part, and THOMAS 8. COHUKRY, of the same place, and
JOSEPH 1. o. CLARK?, of the Oity, County and State of Now
| York, of the woooricl part.

WHERE A S, thf7 said first party hag invented
! and is now engaged in experiments with a view to purfoot-
i ing a proooao for separating die fibres of the agave and
other fibrous plants by the use of potroioum products and
by other means, for which he has mado or is about to make
application for bettors Patent in the United States of
America, raid elsewhere; and

W H SHEAS, tho first party proposes to con¬
stitute the second parties jointly hiti solo and oxoluaivo
agents to exploit tho said process arid to dispose of terri¬
torial righto to mu ft it and to carry on any and ull busi¬
ness connected with the said process, subject to tho terms
and conditions of this agreement:

I. 0 W THEREFORE, in consideration of
the mutual promises herein mado and of the sum of One Dol¬
lar in hand paid by each of the parties hereto to each

e *

oj? tin'.- others, the receipt whereof lo hereby ackno.rlfldsod
it lo agreed as follows;

FIBS T.

Tho first party hereby constitutes and appoints the
a oo on A parties, Jointly, his general ami exclusive agents
for the exploitation of the said invention and process or
processes for separating tho fibres of tho agave and other
fibrous plants, raid of all .dirt her inventions and improve¬
ments which he way hereafter make in relation thr.ro to,
j during the continuance of this agreement, and for tho sale
and other disposition of licenses and territorial and other
rights thereunder, in the United Rtat.es of America and
alscnherc wherever tho said Invention and process may prove
available und useful, and to carry on any and all business
connected with the said process and with tho introduction
of the same into general use; and tho first party hereby
agrees that ho will not soli, permit or authorise tho sale
of any such licenses or any territorial or other rights of
any hind or nature thereunder or in connection therewith,
or oarry on any of the aforesaid business, save and except
by and through tho said second parties or such sub -agents
or persorsas they may Jointly appoint or omploy*

Tho said second parties shall not uoo the noma of
the first party in connection with their said agency herein
providod for, nor shall they or either of them have any
a

t I

power whatsoever to bind him or make him liablo to any ox-
tent for their acts or transact ions arising out of the said
agency, nor shall he bo liablo or held responsible for
thoir acts or thoge of Gither of them, or those of their
| agents, but this prohibition shall not prevent the parties
of the second part from using the name "Edison" as a trade¬
mark or for advertising purposes.

5EC0 IT D.

Should either of the said second parties die while-
this agreenent continues, the survivor shall ipso faeto
become the sole agent hereunder and with the noma force
and effect aa if a new agreement similar to this in all re¬
spects wore made with sdeh survivor immediately upon said
death taking place. Upon the death of both of the second
parties, this agreement shall ipso facto terminate, and the
first party shall thereupon have the right to appoint new
agents or to take such other action with regard to the
future management of the business as ho may choose. It
j is, however, distinctly understood and agreed that the
S death of either or both of the 3aid second parties shall
j not affect their Joint or several rights under any agreo-
! ments theretofore made by them or either of them, ft>r the
exploitation of the inventions covered hor£>y, as appears
by the first section hereof, provided that the sane stall
have beon made subject to the terms and provisions hereof/

3

'f H 1 K D.

'Che second p urtiea hereby jointly and severally
agree to devote a reasonable portion of their l irr.o to, and
to use duo diligence in, the exploitation of tho a a id pro¬
cess and invention and the sale and disposition of terri¬
torial and other righto thereunder and the development of
the business herein provided for, and to moot or cause to
bo met all expenses and charges incurred in connootion
therewith.

Tho said second parties shall further promptly end
in good faith pay all the expenees of making ncoosoary ox-
j hibitions in various parts of the world, of tho process or
processes herein referred to, and in the event of any dis¬
pute arising between tho said second parties and the said
j first party as to when and where such exhibitions shall bo

i

| made, the same shall bo left to arbitration as set forth
j below in the ninth section hereof.

The expenses of taking out patents and of acquiring
other governmental privileges in countries who re there arc
no patents, shall bo borne solely by the first party, but
ho shall be under no obligation to take out patents or to
acquire the said privileges to any greater extent than ho
may from time to time deem desirable, it being intended
| that the mutter of incurring expenses of this kind shall be
| la ft to hia sole discretion.

i *

The/ expenses of all put, out suits or other litlgstii

to enforce or protect tho invent, ions here, in provided for,
shall be borne solely by tho second parties, and ahull not
be mtide ;lii any ’(fay a chnrgii upon tho party of the first
part. In tho event of any disputes between tl» parties
hereto us to whether expenses of this kind should bo in¬
curred, and to what extent, it shall bo loft to arbitra-
tion us pv’ovided for below in tho -tiighfcte section hereof.

All oxponaos of tho said ocaond parties in connec¬
tion with or arising out of tho agency and business heroin
provided- for, shall be borne aololy by thorn or by tho sur¬
vivor of them, as the case may bo, und shall not in any way
bo made a charge upon the first party.

Tho expenses of all experiments heretofore or here¬
after incurred by tho said first, purty for making and per-
Pooting any and all present or future inventions and pro¬
cesses as aforesaid, and for demons trating the utility and
practicability thereof in tho laboratory of tho said first
party, shall be paid by tho said first party, and no claim
for any part thereof a hall at any time bo made by him on
the said second parties or either of them.

FOURTH.

All suns of- money or othor consideration received
from any ;.nd all sources whatsoever (save <m<l except as
otherwise provided for below in the fifth section hereof),

{>

I

and for license f 0 a s , royal »,i 03 or righto to use tho inven¬
tions heroin referred to, or any of them, shall bo promptly
divided into two otjual parts, one of which shall be immedi¬
ately paid over and delivered to the first party, free and
clear oi' all expansion, «n<i thO other shall belong to the
said second purtioii or tho survivor of thosi.

Nothing contained above in this section or in any
other piirt of this agreement shall be doomed to constitute
ti copartnership between tho said first party and tho said
second partiea or either of them, it being distinctly under¬
stood and agreed that no such copartnership* shall exist or
be deemed to oxlet in concern once of any of tho provisions
ho roof.

Tho said second parties shall Keep full and regular
boohs of ao count of rill thoir transactions of ovary kind
whatsoever arising out of or connected with the agency and
business created hereby, unci the oarno, together with all
correspondence and other documents relating to the said
agency and the business herein provided for, shall at all
reasonable time bo open to tho examination of tho said
first party or hie duly authorised agent.

V 1 P T H.

W H E R B A S, tho occond parties may possibly de¬
velop tho business heroin provided for not only by soiling

6

I territorial rights as ai’orusaid, but also by separating
i the -fibre thorr.u elves find then soiling it, or by soiling the
j fifaj’O aftnr it has buor. nepurnted by othurti; and, wlioroao,

I it It; now proposed to provide far tho possibility of tins
| sftid business being carried on as aforaaold, it ia agreed
as follows:

(1) In onus the second parties carry on the busi-
! ness any who re in the world of dealing in fibres separated
! by others, all profits shall bo divided semi-annually in
j the following way, vis: ono-holf to be paid and given to
j the first party, nnd one -half to be retained by the second
| parties, all expenses of carrying on the said business,

| that is to any every expanse aside from the actual cost of
| the aforesaid purchased fibres, to be paid by the second
parties and to bo borne by them exclusively, it being in¬
tended that the said one-half going to the first party,
shall bo fra a and clear of every exjionso of every kind, and
| that the other ono-hslf going to the second parties, shall
boar all expense, and in the event of losses of any kind,
whether from bad debts or otherwise, they shall be borne by
this second part in o, and the first party shall in nowise be
liable therefor, nor shall they bo deducted from his said
one-hair,

(8) In case the second parties carry on the busi¬
ness anywhere in the world of sop orating the fibre them-

7

aolvess and then selling H, all proceeds over and above the
coat of manufacture ub defined below, shall bo divided aoml-
annoally in tha noma way ns provided for nbovn in tho imxt
preceding clause, and all of t.ho expenses shall be borne by
the second parties in tho same ts turner as provided for above
I as aforesaid.

{8) Tho afore said cost of manufacture, it is hereby
i ahull be restrictad to the aotual cash cost of

; (1) labor, (ii) mat oriel, and (is) general expenses, wo fol-
j lose, via:

J (1) Who funnel cash paid t.o workmen for labor performed
| shall constitute cost of labor.

| (2) Tlw actual cash paid for material shall constitute

cost of material, and if any material be purchased
on other than a cash basic, oo that it ooat moi-e
then when bought, for cash, oor respond inn deduct ions
shall bo made so as to bring tho price to tho lowest
obtainable emoh basis.

{;>) fleneral Expenses shall be restricted to (a) deprecia¬
tion, (b) fixed charges, (o) salaries, (a) sundry
items, and (e) royalties, no follows:

(a) An allowanoo of six per centum on tho said ooat
of labor and material shall constitute depreci¬
ation.

S

0>) XiumPtmoc, rent; and taxoo, Khali constitute
fixed charges* If premises he owned instead
of vented tin till ovum no of six par centum on ac¬
tual cash invented, together with interest on
mortgages, if tiny, shall constitute rent.

(oj Reasonable salaries for necessary officers, and
only for those that are necessary, shall con¬
stitute the At tin of salaries.

(d) Savory thing entering into the cost of production^
other than actual material and labor, shall
constitute the said sundry items.

(o) Royalties on patents nococaary for the business
oh till constitute thet item of royalties, but no
expense of this hind shall bo incurred without
the consent of the first party.

The aforesaid cost, of manufacture shall bo made up
at regular periods, at least semi-annually, arid in ranking
up tho said coat, each half-year or other fixed period as
aforesaid, shall stand entirely by itself, and tho profits
or leases of any ono fixed period as aforesaid, ahull Slot
be curried over or averaged with those of any other fixed
pariod. The first party shall hnvo access to the boohs
of account of the second party at unreasonable timoa for
the purpose of verifying the aforesaid coat of manufacture.

9

\S after tho expiration of a period of throe years
j from the first successful domonot ration or the prnct.icabil-
| ity end utility of the cttid invention and process by tho
auld fir oi party in the ooureo of the experiments no y and
! hereafter to bo conducted by him at hio Laboratory, at
Orange, Low Jersey, it shall appear to the first pitrty that;
; tho second parties have failed to use duo diligence in the
I exploitation of the s aid invention and process, and in tho
; sale and disposition of rights thereunder, and in the de-
| volopmont and carrying on of the business heroin provided
! the said first party E4ir.il hnva tho option, on thirty

| day a written notice to said aoeond parties or the survivor
| of thorn, to terminate and eanool this agreement and all
futuro Joint and novaral rights of tho aoeond parties
tho roundel’, as of the date when the said throe years shall
havo expired; and tho said first party is hereby msdo tho
sole judge of what shall constitute due diligence in that
regard.

The said first party shall give to tho second par¬
ties formal notioo in writing of tho date when the prac¬
ticability and utility of the said invention and process
hue been or shall be firot dmonatratc-d by him, from which
dot© the said period of throe years shall begin to run;
and in order to avoid misunderstanding as to wlmt shall

; const itntw successful demonstration as aforesaid, it ia
! aiji’ood that, tho teat ahull bo thin, via: to extract, the

j fibre in an oh a way that it ahull hatvo a oomrol nl advan-
j tjtfjo of at least twenty par centum over and above the bant,

: process in us a at tho da to of thin instrument.

IT the said first party wishes to terminate this
agreement upon tho expiration of tho aforesaid period of
i three yours from tho date of giving tho formal notice above
j provided, for, he must do no -within six months after tho
| expiration of the Gnirt period, it boing distinctly under-
| stood and agreed that, bin right, to terminate tho agreement
must b« exercised, if nt. nil, within the onid nix months,
and not otherwise or afterwards. The aforesaid right to
terminate the said agreement, is a personal right belonging
only to the said first party in person, end not, to his
heirs, oxecutor-o, administrators or assigns.

Unless this agreement shall hove been previously
terminated, it shall remain in full force and effect an
regards each separate country, until the expiration of the
legal term for whioh the iiottorc Patent or other govern¬
mental protection in each particular country, aS herein •
provided for, shall continue, it being, however, distinctly
understood and agreed that as regards all countries, wheth¬
er patents or governmental protection are afforded in them
or not, this agreement shall remain in foroo for at least
ten years from tho date hereof unices previously terminated

under and pursuant to any of the provisions hereof.

As ro fiords countries rrhero there are no patents or
other governmental protection, the good vd 11 of the inven¬
tions and business covered by this instrument shall bo
doomed to bo covered hereby vrl t.h t'r.o same force and effect, !
so far r.c possible, as if patents wore granted.

As ra cards those countries this agreement shall con¬
tinue until January 1, 1009, unless sooner terminated here¬
under, at which time it shall be deemed at an end.

5 E V B IT T H.

In case the said first party should exercise his
right to terminate this agreement as provided Jbr above in j
the next preceding or sixth soction hereof , tho second
parties, or the then survivor of them, shall nevertheless
be entitled to a continuing interest in all receipts, roy¬
alties and other emoluments thereafter arising from or out
of sales or other disposition of rights as aforesaid which j
may have been theretofore made or effected by or through I

tho said socond parties or the survivor of them, to tho j

extent of one-half of any and all of the said receipts,
royalties end other emoluments thereafter received in con¬
sequence of such sales or disposition of rights as afore¬
said, after deducting therefrom all such expanses as would
properly be chargeable against the said ona-half as afore¬
said and as heroin provided for, in case tliio agreement
had not boon terminated.

It being further intended that in case the first

party should terminate this agreeirent as aforesaid, the
12

f

I 3«id abscond portion or the survivor of them tit tho date of !
I termination, ahull participate not only in trana-

i actions tharntol'oi'o made (no above provided i'or), but aluo
j in those that may bo thereafter made, it ia agreed that in
J <Jae« tho r»«*id fir at party shall terminate this agreement
I ati eforvatzitl, he ahull account h ml pa y to the said second |

| portion or to the aurvivor of thorn at tho date of such !

i termination, a one- tenth interoat in all receipts, royal-
| ties and other emoluments there after received by him and
nfiaing from or out of is ala a or other diapor.it ion of rights
as uforonaid which may bo tirndo or of footed by or through
niw tuunnicp.it/nt ly ho such termination.

K I (f H U’ Jl.

Ho sale or other diopoaition of licenses, or of any
territorial or other righto, under tho enid patents, in¬
vent ions and processes, or under any future inventions and
taprovementa- in relation thereto os herein provided for,
and no sale or transfer of any of tho rights or inter out a
secured and given to the second parties or either of them
hereunder, shall be mode at any time by tho said second
parties or either of them, without first submitting to the
first party in detail and in v/riting the terms and condi¬
tions upon which it ia proposed to make the same, and ob¬
taining the approval of the a aid first party thereto in

13

I

| wiling. In order to prevent unreusomibio delay, it it;
agreed that i,ht» first party must either approve or disnp-
In’ovo within twenty days after receiving t.ho n.-tid aubmis-
aion, and that in default thereof, approval shall bo asaum-
| «4. The ovrviea of the said written submission at tho
| laboratory or other headquarter buoinoua office of the
| first party, rball be deemed good ar.d valid sarviao* dll
| nets of every kind whatsoever in violation of this provi-
! oion, shall be absolutely void and of no affect.

K r K V II.

Should any snout ion arise between the said first
party hereto on the one maid and the said second parties
lwro to or either of thorn on the other hand, ue to the true
intent and meaning of any of the provisions whatsoever of
th:B agreement, t.ho sane ehnll bo loft to arbitration upon
the written demand of either the said first party, or of
the Raid second parties or either of them. If the said
parties cannot agree upon n n arbitrator, the first party
shall select one arbiter, the other party or parties shall
select another, and those two ahull oeloct « third, and the
decision of the one arbiter in case he bo agreed upon, or
of the throe arbiters, or of a majority of them in case
one be not agreed on, shall be final and binding upon the
parties to such arbitration.

14

v n a v n.

'J'Jiib efireamcmt shall bind tind enure to the benefit
of tho heirs, exeoutoro, ad'.-iiniistratov-B and luaniene of tho
re oi -oc live parties hereto.

i I! V f I V 1! B H n W H ft K R 0 y, the parties

| hereto have horounto severally uwbsoribod their names and
| affixed their seals m tU« .8.1 ty of hew York on the day and

i Zn consideration of hno dollar to w-in hand paid,

ij -

receipt of Which is hereto/ acknowledged, ana-.Mhiwgeeg'

jj and-Jaluable ceil fri deration, we hereto/ Jointly and severally
' ■ ^Vdgree to sell, assign and transfer and set overj^watfcgk
iv^, TfrT ft axi our right, title and

vvj :

, i|i ^interest in and to all inventions in Autographic Tel eg*

A t*- tuwU.i . .

| r^?hy now patented or fhr whin'll iiiipl inaiiligngrhavglTwen

righi^^&I^.^et^ *

present autographic machines, the paper and all appurten- |
anoes thereto. A^so we agree to sell, assign and trans- |
*er to the said . &mUk fiwxwei !

Patentable features in said machines as exhibited in
1890 at the Lenox Lyceum, not included If aiy patents^;
applieati , Providing that the said j

Vmim ^faaH-^R^-Hornan, Broonel, shall cell and truly j
Pay to Thomas a. Edison the sun of twenty thousand Dollarsl
(}SO.OOO.OO> o» or boforo ISO* othmttM I

*“* to bo non ««d void „d of „„ j

THOMAS A. EDISON,

ORANGE, N. J.

In consideration of one dollar to via in hand raid
roooipt of y/hich is hereby acjtnovfled-od, and other Cood
and valuable consideration, vra horoby jointly and severs:
ar;reo to noil, assign and transfer and sot over to Y/illianl
J* •■iann’ :utl Harm broeael, all our richt, title and
wso»Pt in and to all inventions in Antocr^hic fol::;;-
raidiy no:: patented or ibr wideh applications have boon
filed in the United hta.es Patent Office, and all our
"”ht’ tiUe am *" % to such Letters Patent 01

applications in the United States Patent Office. Also the
Present autographic machines, the paper and all appurten¬
ances thereto. Also wo scree to, sell, aoaicn ancl ^

^ ^ ** 8aid hroosel,

anji patentable features in said , .achincs as exhibited in
1300 at the Lenox Lyceum, not included in ary patents or
applications heretofore cade. Providing that the said
UUlea,. J. :;ann, and ilowan Brooaol, shall vra 11 and truly
Pay to an A. liaison tho am of 'hrenty Thousand hollar.

{ -’30 ,000,oo) on or before hovmber 1st, 1G11; o,horv,iso
hue apreei uiit to be null and void and of no effect . '

/ftC,

...

<£_>

J

•^ECEIV^,

cot i /. 7nn, -4J

1 1091

Aas’d-

Thomas Maguire, Esq. ,

Adis on Laboratory,

Orange, II. J.

Lear Sir:- wfy

I hand you herewith copy of a letter from Major
Eaton under date of the 2nd instant in regard to Mr. Edison's Elec¬
tric Railway patents in Australia. Please attach this letter to
the Indian and Colonial or Australasian Agreements which are in our
safes at the Laboratory.

Yours truly,/

Private^&gcretary,

P.S. Please show this conmuni cation to Mr. Randolph and call
his attention to paragraph four in which Major Eaton states that
Drexel, Morgan and Company have never paid any of Mr. Edison's
expenses connected wi th experiments of patents for these inventions
for Australia; ask Randolph if he has any.- accounts on his books re-
ferri'ng^to'5 el ect ri c\railways in connection with Australia.

[ENCLOSURE]

Cos.er, yhe MUd' could bo :-i*ort t,
U’ tSfcthc cid that t ocrr'-i
tJonad^cioBtloj;, i.-. .-arttmUnt

•t^.n.1 = stir, met Ion o°

:ploit f.e Btlirot; i),Vr

.01'/

s

diJ" ffcUdoriA
vU Q6~&lq,aJ~co nd j

^(Jb. $OrUch.ChJcilo CcUAc-yy. !

cMP' <ccUorv& (QjityvLonS.

VJece-n^S-oy /, !8q /

RE COMPAGNIE CONTINENTALE EDISON.

MEMORANDUM regarding Mr. Edison's obligations
to the Cie. Continentals Edison, as to his inventions made,
and patents obtained, since November 15, 1886 .

The Countries controlled by the Cie. Continent¬
als are France and its Colonies, Belgium, Gemany, Austria,
Italy, Denmark, Russia and Spain (exclusive of its Colonies \
The fundamental agreement between Mr. Edison and that Com- '
pany, was made, under date of November -15, 1881. It provid¬
ed that Mr. Edison should assign to that Company all his
inventions and patents then made and taken out, and all in¬
ventions and patents for five years thereafter, namely, till
November 15, 1886, so far as such inventions and patents
covered the measurement, distribution and application of
electrical currents for the production of light and motive
power. This agreement also provided that Mr. Edison vould,
for 12 years after said November 15, 1886, i.e. until No¬
vember 15, 1898, offer all new inventions and patents, of
the same scope, to the Cie. Continentale , the price of the
same to be fixed by arbitration if it could not be otherwise
agreed on. Hence Mr. Edison was not at liberty in any
event to sell to others his inventions and patents made and j
obtaine.| between November 15, 1886, and November 15, 1898. !

But this was subsequently somewhat changed, as appears belovJ

i

In December, 1886, there was a consolidation
of the three French Companies (the Cie. Continental Edison,
the Societe Electrique Edison, and the Sociote Industrielle
et Commereiale Edison), and the entire business of these
Companies was merged into the Cie. Continentale . At a
stockholders' meeting of the latter Company, held December
22 and 28, 1886, the statutes of that Company were amended,
the amendments having been previously accepted and approved
in writing by Mr. Edison and the Edison Electric Light Co.
of Europe, limited, (of New York), It will be necessary
to mention here only such of these amendments as bear upon
the subject of this memorandum, namely, as to the obliga¬
tions of Mr. Edison to the Cie. Continentale regarding his
inventions and European Patents made and taken after Novem¬
ber 15, 1886. The purport of those amendments is as fol¬
lows :

(1) Mr. Edison is oblige d to turn over to the

Cie. Continentale, for Prance, all his improvements and
patents, on the incandescent lamp, made since November 15,
1886, and to do so for an unlimited future. The Cie, Con¬
tinentale agrees to compensate him therefor, and if the
amount of such compensation cannot be agreed upon, the same I
is to be settled by arbitration. i

(2) The foregoing provision leaves to be dis¬
posed of for all the other seven countries controlled by the !
Cie. Continentale (that is to say, for all its countries
except Prance), Mr. Edison's inventions and patents on the
lam£, and, for all the eight countries (including Prance)

(2)

controlled by the Cie . Continentale , all his other Inven¬
tions and patents on electric light and motive power, made
since November 15, 18S6, and during an unlimited iUture,
i.e. forever; and Mr. Edison is obliged to offer all of
them to the Cie. Continentale, at the same price and on the
sane terms as others are willing to pay for them. The Cie.
Continentale is then to have an option of fifteen days with¬
in which to declare whether or not it will purchase these
inventions at such price and on such terms. If it does not
elect within said fifteen days to purchase the sane, Mr.
Edison will be at liberty to sell them to others, but at no
less price and on no less onerous terms.

To sum up the above, briefly, it appears!

(a) The Cie. Continentale is absolutely en¬
titled to lamp improvements and patents, for France, and Mr.
Edison is entitled to compensation therefor, to be agreed
on or fixed by arbitration.

(b ) The Cie. Continentale has an option for
fifteen days after offer, as to said lamp patents, for the !
other seven countries, at the price which others will pay
for s ame .

(c) The Cie. Continentale has a similar option!
on all other patents relating to light and motive power, ex- j
elusive of lamp patents, for all the eight countries belong- j

ing to it. Presumably the words "motive povfer" include
electric railway inventions.

S.

Eaton.

New York City,

December 1st, 1891 .

>■

RE EDISON & SWAN UNITED ELECTRIC LIGHT COMP ANY, LI MI TED.

i| MEMORANDUM relating to Mr. Edison's obligations

I to the Edison & Swan Company, London, as to his inventions,

!j for Great Britain.

j!

On February 18th, 1882, Mr. Edison entered into
an agreement for Great 3ritain, ordinarily known as the Bou-
: verie Agreement, under the terms of which the Edison Elec¬
tric Li$it Company, Limited was to be formed, and Mr. Edison
and said Company became mutually bound to each other toueh-
ij ing Mr. Edison's electric inventions. This Company was
:l organised, but subsequently was succeeded by the Edison &
Swan United Electric Light Company, Limited, which took over
and is bound by the said Bouverie agreement, jointly with
! Mr. Edison. Under that agreement Mr. Edison promised to
jl assign to -th e said English Company the patents specified in
the Schedule thereto annexed, being the whole of ft e patents

I! i

i .then taken out by him or in his behalf, in relation to'the
application of electricity or magnetism as a limiting, h eat-
|j ing and motive agent; the said English Company also became
I entitled to all extensions of the said patent rights, and to
all improvements which might be made by Mr. Edison upon or
| connected with the said inventions, without further payment
except as follows:

ij Mr. Edison is entitled to receive from the Eng¬

lish Company all expenses incurred by him in experiments
leading up to such improvement, after he shall have tak #1

jj out P a * ent 3 for the same in Great Britain, with one hundred
|| Per Cent added> without reference to the compensation which
j! he have received from oihsr persons, also the amount

| ot a11 °XP enses and fees necessary for obtaining aid keeping
up the Letters Patent on such improvements#

The said English Company, however, does not bind
t itSelf *0 accept all such patents and improvements. The
: said Bouverie agreement provides that Mr. Edison shall with
;i a11 reasonahle speed, after making any such improvement and j
;| takinf! out L®tters Patent therefor, inform the English C0m-
•ji pany thereof (the Edison & Swan United Electric Light Com-
!j Pany)’ and of the ““"nt of the expenses alleged by him to j
!| have been ln«rr8d in experiments as aforesaid . and in ob- |

| ! taining and keeping up such Letters Patent; and the said
jj ^lish Company is then to have three months within which to !

|| elect t0 acciuire such patents and improvements, the arrount
|j P ayabi e by the Company to be fixed by arbitration, in case
j; of dispate as to such expense?, that is to say, in case,
jj for example, they think the said expenses are incorrect or
jj unreasonable. If the Company does not within throe months
elect to acquire such improvements, their rights thereto
I shall cease.

It thus appears from the Bouverie agreement, that
j the Edison & Swan United Electric Light Company has th e
j absolute right to all Mr. Edison's patents taken out at the
date of the agreement, namely February 18th, 1882; and that
j as to any inventions and patents after that date, th e said
j »» «. oP«im „• th„ on paro8it of the j

porimental expenses (subject to arbitration as aforesaid)
with one hundred per c0nt added, together with the expenses
for obtaining and keeping up the patents on such inventions.

Now as to Mr. Edison's electric railway invon-
jj tions, Section lb of the said Bouverie Agreement provides
!| that immediately after the assignment to it of the patents,

; covered by the said agreement, the said English Company ae-
■; Wiring the same, shall grant to Mr. Edison or his nominees,
r i^ee and exclusive licenses to use all or any of the said
; patents, or any improvements thyeof, for the purpose of lo-
j comoti.on, or railways or tramways or on common roads.

It appears, therefore, that under the existing
j; agreemsit, the English Edison & Swan Company has no ri$n to
i| the use of the Edison patents in Great Britain for the pur-
I: pose of locomotion on railways or tramways or on common
! roads.

As a matter of fact, two of the aforesaid li-
; censes have already been granted by the English Edison Com-
j Pany, under the Edison English patents, for railway purposes
in Great Britain. The first of -these licenses was dated
| November 15th, 1883, and was made by the Edison Electric
Lif^it Company, Limited, to Messrs. Fabbri and Lowrey, "as
nominees of Mr. Edison". The second license was made by
the Edison & Swan United Electric Light Company, Limited, to
Mr. Edison, personally, for the use of alargenumber of
other patents for electric railway purposes. Both of these
licenses are exclusive, and the English Company have th ere-
foie divested themselves of any right to use the Edison

lilroading in Great Britain.

A (ju estion may arise as to Mr. Edison's obli-
|| gation to turn ov er inventions whi* rnlats solely and px- j
|! e.lu.siv ply to electric railways. Inventions of that kind j
were evidently not contemplated *sn the Eouverio agreement !
was drawn. That agreement provides in substance that when¬
ever Mr. Edison turns over any invention which is usablo not!
only for lighting purposes tut also for locomotion purposes,'
an exclusive license for the latter use shall be given back
to Mr. Edison; but said agreement ssys nothing about inven- ;
tions solely and exclusively applicable to locomotion. In- I
asmuch as the Bouverio agreement provides that Mr. Edison
shall turn over inventions relating to "lighting, heating i
and motive agent", there might be some ground for the Eng¬
lish Company to claim that exclusively railway inventions
ij were covered, that is to say, that they are included in the !

| words "motive agent". But it seems to me that if that i
| ground be taken, it is fairly negatived by the fact that the]
manifest intention of the agreement was to allow Mr. Edison |
to retain as his own everything appertaining to "locomotion
on railways or tramways, or on common roads". That inten¬
tion is shown by the specific provision already mentioned
above, that the English Company shall grant to Mr. Edison,
or his nominees, free and exclusive license to use all or i
any of his patents and improv ements, for locomotion purposes!
On the whole, my opinion is that Mr. Edison is entitled to !
retain, and not turn over to the English Company, all 0x- '

clusively locomotion inventions, th e En^li sb Company h aving
no claim thereon.

S. B. Eaton.

New York City,

December 1st, 1891.

[HMF- isf)

MR. EDISON'S
PATENT OBLIGATIONS
to

EDISON INDIAN and
COLONIAL COMPANY.

Mr. Eaton's Opinion.

Decanber 1, 1891.

: I

j

Eaton & Lewis , ■ i

Attorneys. & Counsellors, f

■ 44 Broad St. 'Edison" Bldg- i

New York Cit y. !

RE EDISON'S INDIAN AND COLONIAL ELECTRIC COMPANY, LIMITED.

MEMORANDUM regarding Mr. Edison’s obligations to the
above Company as to his inventions. j

By agreement dated Marfh 1st , 1883, Mr, Edison agreed
to assign to Edison's Indian and Colonial Electric Company, Li¬
mited, all Letters Patent, letters of registration, exclusive
privileges, rights and interests in the Colonies of New Zealand, j
NSW South Wales, Victoria, Queensland, South Australia, Tasmania,
and West Australia, Natal and the Cape of Good Hope, and I
elswhere in Australia and South Africa and in India and
Ceylon, relating to the application of electricity or mag¬
netism as a lighting* heating or motive agent. By this
instrument Mr. Edison also granted to the said Colonial
Company (l) the full benefit of all pending applications,

(2) the right to make applications in his name, (3) the full
benefit of all extensions and prolongations of any of said
Letters Patent, (4) the good will of said Edison in said
countries, and (5) the benefit of all additions and improve- j
ments whinh he should make within five years from the 12th
day of June, 1882, i.e. up to June 12, 1887, without any
further compensation therefor.

Mr. Edison also agreed, without limit as to time, to
give the Colonial Company six months' option upon any in¬
vention made by him upon the same subjects subsequent to

s

the ..aid 12th day of Ju„e, 1887, at a price to be agreed
upon, or in case of disagreement to be fixed by arbitration
It was furtter provided in said agreement that
the said Colonial Company should immediately after any
assignment by Mr. Edison of such getters Patent, promptly
execute and deliver to Mr. Edison or his nominees free and
exclusive licensee to use any or all of the said patents
for the purpose of locomotion only, on rai lways or tramways
or on conmon roads.

In October, 1889, Mr. Edison was requested by

the Australasian Electric light, Powe r and Storage Company

limited, as the successor of the said Colonial Company, to

execute to the former Company anassignment of the patents

agreed to be assigned to the Colonial Company by the above

mentioned agreement of March 1st, 1883. Such an assignment

was executed by Mr. Edison about the 31st of October, 1889.

This assignment provided for all the grants enumerated, above

herein as (1), (2), (3), (4) and (5), and also contained a

reservation providing for a license to Mr. Edison or his

nominees for the use of the said patents for purposes of
!| .
locomotion only, on railways or tramways or on common roads.

. There was nothing in the said assignnent to the Australasian
Co,» Providing for tha* transfer or tight of option of any of
Mr. Edison's patents, op invent ionB , ..subqequfliSt to June
12th, 1887.

- 2 -

Early in t he ■ press nrt year (1891) Mr. Edison was
requested by the Brush Eleotrioal Engineering Company of
London, to execute to it as successor of the said Australa¬
sian Company, assignments of the patentB which he had agreed
to transfer to the said Colonial Company, by the said
agreement of March 1st, 1883. These assigments were
required for the purpose of registration in the various Colo¬
nies, and were substantially similar in form to the asaigment
t6 the Australasian .Company above mentioned. They contained
the same reservation for the use of the patents by Mr. Edison
or his nominees for purposes of locomotion on railway, or
tramsways, or dn conmon roads. These assigments were exe¬
cuted by Mr. Edison about July, 1891, and forwarded to London.

It appears, therefore, from the above, that the
Brush Electrical Engineering Company hav.e the right to an
assignment of Mr. Edison's said inventions and patents,
probably up to June 12th, 1887. I do not find, however, any
provision that that Con*any is entitled to any option upon
or right to his patents and invent ions after, that date. In
the above mentioned original agree ment , with the Colonial
Company, under date of Maroh 1st, 1883, there is ro provision-
for the assignment by Mr, Edison to the successors or
as signs of the said Colonial Company. - All through this latte'"
agrewaetoli the phraseology of the agreement ana of the agree¬
ment to assign, is simply to the Colonial Co, and not inclus¬
ive of any such term as "successors or assigns". How then

- 3 -

did these two successor companies acquire th? rights of
the Baid original company? - 1 find nothin to show how,
but there can be no doubt that such a vital point must have
been adequately covered, though . we have nothing here to
show how it was done.

As to railway rights under the Colonial patents ,

Mr, Edison is entitled to receive licenses under all pi -
tents which he may assign.:oE.;haa already assigned to any
of the above three companies. As a matter of fact, Mr,
Edison has already approved a form of license which the
said Brush Co. agreed to give, and this has been sent to
Messrs. Waterhouse, Winterbotham and Harrison, to the end
that they may obtain for Mr. Edison formal lioenses, in
saidt foim, to Mr. Edison from the said Brush Co.

A question may arise as to Mr. Edison's obligation
to turn over inventions which relate solely and exclusively
to electric railways. Inventions of that kind were evi¬
dently not contemplated when the agreement with the Indian
and Colonial Comja ny was drawn. That agreement provides
in substance tlat whenever Mr# Edison tttens over any inven¬
tions whith is usdble not only for lighting purposes.. but j

also for locomotion purposes, and exclusive license for the j

!

latter use Bhall be given back to- Mr, Edison; but said
agreement says toothing about inventions solely and exolusive-i
ly applicable to locomotion. Inasmuch as .the said agreement j
provides that Mr. Edison shall turn over invent ionsr elating j
to "lighting, heating, and motive agent • there might be j

- 4 -

some ground for the Bolonial Company to claim that exclusive i
ly railway inventions were covered, that is to say, that
they are included in the words "motive agent". But it
seems tome that if that groun.d be taken, it is fairly
negatived by the fact that the manifest intention of the 1

agreement was to allow Mr. Edison to retain as his own,
everything appertaining to "looomotion on railway or tram¬
ways, or on common roads". That intention is stown by the
specific provision already mentioned above, tla t the Colo¬
nial Company shall grant to Mr, Edison, or his nominees',
free and exclusive license to use all of any of his pa¬
tents and improvements, for looomot ion purposes . On the
whole,. my opinion is that Mr, Edison is entitled to re¬
tain, and not turn over to the Colonial. Conpany, all
exclusively locomotion inventions, the Colo nial ■ Company
having no olaim thereon.

S. B. Eaton, ;

New York City,

De cemberjst , 1891. .

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/EATON & LEWIS

■RF-.CEI

44 EDISON building)

'krft$6r/>£ pah . 1S/QPf.

Thomas A. Edison, Esq.^
Orange, M. J.

Dear Sir:-

Your favor of the 11th inst., in regard to the various
colonial assignments of inventions to the Edison United Phonograph
Company, was duly received, and I have notified than that other
assignments in proper form will ha.ve to be prepared, and that in
the meantime I shall hold those which you have execut ed in blank.

The two assignments of Belgian patents, which you had
signed aid enclosed in your said favor of the 11th inst., were
also received. These assignments wore in proper foim, and pre¬
serve your rights, and I therefore delivered them to Messrs. Selig-
man & Seligman. Enolosed I beg to hand you translations of these
two documents for your files.

Trusting the above will be satisfactory, I remain
Very truly yours.

[ENCLOSURE]

Translation.

Between the Undersigned,

: Thomas Alva Edison, of New York, and George Edward Gouraud,
of London, of the first part, and Edison United Phonograph
Company, of New Jersey,

of the second part, the two parties, for the purposes of
these presents, electing to be domiciled with Messrs. E.
Bede & Co., Consulting Engineers, of Bruxelles, it has been
acknowledged and agreed as follows:

1st. The undersigned partiesof the first part
are owners of the Belgian Patents.

No. 80,258 - January 13th, 1888 "Improvements in Phono¬
graphs and phonograms . "

No. 81,695 - May 4th, 1888 - Improvements in the blanks
; or forms for phonograms, in phonograms , and

in processes for making them".

2d. The undersigned parties of the first part
I; assisn, in consideration of 200 francs, to

j

| parties of the second part, who accepts them, the Belgian
I Patents stipulated above, with all the rights resulting j
I therefrom> with the exception, however, of the right of ap- !

j plyins or object of these patents to or in combi- j

ij nation with dolls, playthings, figures, clocks and time- I

jj pieces. j

j; Made at Bruxelles i

ji the j

[ENCLOSURE]

Translation.

Between the undersigned, THOMAS ALVA EDISON, of
Llewellyn Park, New York, United States of America, of the
first part, and the EDISON UNITED PHONOGRAPH COMPANY, of
New Jersey, of the second part, the two parties, for the
purposes of these presents, electing to be domiciled with
E. Bede, & Co., Consulting Engineers, of Bruxelles, it has
been acknowledged and agreed as follows:

1st. The undersigned party of the first is
owner of the Belgian Patents

No. 89,450 -February 8th., 1890. "Improvements made in
Phonographs .

No. 83,549 - October 10th., 1888. "Improvements in the

methods and in the apparatus for registering I
and reproduction of sounds and for preparing
surfaces ‘for the sake of receiving tracings j
of sounds, as well as in the materials or
compositions for these surfaces. *

No. 83,548 - January 3d., 1889. "Improvements in the j
apparatus for registering and reproduction
of sound and in the surfaces receiving these !
impressions registering the sound and pro¬
cesses for preparing and using the said !
surfaces." j

No. 86,544 - June 6th., 1889. "Improvements made in j
Phonographs or apparatus receptive or repro-j

[ENCLOSURE]

duct ive of sound, in arrangements employed ,
in and in combination with this apparatus,
as well as in phonograms in blank or sur¬
faces destined to receive the inscription of j
sound, and in methods of making and using
these surfaces".

2d. The undersigned party of the first part
assigns, in consideration of 1000 francs, to the undersigned;
party of the second part, who accepts them, the Belgian
patents stipulated above, with all rights resulting there¬
from, excepting, however, the right of applying or using the I
object of these patents to or in combination v/ith dolls,
playthings, figures, clocks and time-pieces.

Made at Bruxelles, the 18 ».

v ; •

C^rjxAj

WHEREAS , I, THOMAS A'. EDISON, of Llewellyn Park, New
Jersey, am the owner of the entire ri$it, title and interest
in and to Letters Patent of the United States, No. 466,922,
dated January 12, 1892, for an invention of John E. Ott of
Orange, New Jersey, of an Improvement in Attachments for
Phonographs, and in and to the invention covered by said Let¬
ters Patent; and also of the entire right, title and interest
in and to a certain Improvement in Coin-Controlled Devices for
Phonographs and other Apparatus, set forth and described in an
application for Letters Patent filed by the said John E'. Ott,
April 24, 1891, and bearing the Patent Office Serial No. 390,-
287, and in and to such Letters Patent as may be granted upon
3aid application; and also of the entire ri£it, title and
interest in and to a certain Improvement in Phonographs, set
forth and described in an tpplication filed by the said John
E-. Ott, May 24, 1890, and bearing the Patent Office Serial
No. 352,972, and in and to such Letters Patent as may be
granted upon said application; and also of the entire right,
title and interest in and to a certain Improvement in Con¬
trolling .Devices for Phonographs, set forth and described in
an application filed by the said John E'. Ott, jointly with my¬
self, December 29, 1890, and bearing the Patent Office Serial
No'. 376,043, and in and to such Letters Patent as may be grant¬
ed upon said application; and

WHEREAS, the AUTOMATIC PHONOGRAPH EXHIBITION COMPANY, a
corporation organized and existing under the laws of the State
of , and having its principal place of business at

the tfity of New York, is desirous of acquiring t£e entire right,
title and interest in and to each of the said inventions

I and improvements, and in and to the Letters Patent whi eh have
been or may be granted therefor;

NOW THEREFORE, To all whom it may concern, be it
known that, for and in consideration of the sum of One Dollar,
to me paid by the said Automatic Phonograph Exhibition Company,
the receipt of which is hereby acknowledged, I, the said Thomas

I

! \

I WHEREAS, tho undersigned, AUTOMATIC PHONOGRAPH EXHIBI¬

TION COMPANY, a corporation organized and existing under the
laws of the State of ^ , and having its prin¬

cipal place of business at the City of New York, is the owner,
by assignment from Thomas A-. Edison of Llewellyn Park, New
Jersey, of the entire right, title and interest in and to
Letters Patent of the United States No. 466,922, dated Janu¬
ary 12, 1892, for an Improvement in Attachments for Phono¬
graphs, and in and to the invention covered by said Letters
Patent; and also of the entire right, title and interest in
and to the Improvenent in Controlling Devices for Phonographs,
set forth and described in the joint application for Letters
Patent of the United Staton ox Thomas A’. Edison and John FV
Ott, filed December 29, 1890, and bearing Patent Office Serial
No. 376,043, and in and to tho Letters Patent which may be
granted upon said explication; and also of the entire right,
title and interest in and to the Improvement in Phonographs !
3et forth and described in the application for Letters Patent
of the United States of John F. Ott, filed May 24, 1890, and
bearing the Patent Office Serial No. 352,972, and in and to
the Letters Patent which may be granted upon said ^plication;
and also of the entire right, title and interest in and to
the Inprovement in Coin-Controlled Devices for Phonographs
and other Apparatus, set forth and described in the applica¬
tion for Letters Patent of the United States of John F. Ott,
filed April 24, 1891, and bearing the Patent Office Serial
No, 390,287, and in and to the Letters Patent which may be
granted upon said application;

%

-2-

I

AND WHEREAS, the said. Thomas A'. Edison of Llewellj/n
Park, New Jersey, is desirous of obtaining the exclusive ri$it,
and license to make, use of each and all of the said inven¬
tions and improvements covered by said patents and applica¬
tions, for such purposes and uses , other than their use in con¬
nection with phonographs or machines or apparatus for record¬
ing and reproducing sound, as such inventions and improvements
are applicable to, or may be found to be applicable to here¬
after;

AND WHEREAS , the said Automatic Phonograph Exhibition
Company desires and intends to make use of said inventions
or imp rov ements only in connection with phonographs;

NOW THEREFORE, in consideration of the sum of One
Dollar, paid to the said Automatic Phonograph Exhibition Com¬
pany by the said Thomas A. Edison, the receipt of which is
hereby acknowl edged, the said Automatic Phonograph Exhibition
Company does hereby give and grant untp the said Thomas AV
Edison, his heirs and assigns, the exclusive license and
privilege of making, using and vending the inventions and
imp rov an exits covered by the said Letters Patent and applica¬
tions, for all uses and purposes, and in connection with all
classes of machines or apparatus except phonographs or machines
or apparatus for recording and reproducing sound. This li¬
cense is to continue and remain in foi’ce for the entire term
of the Letters Patent already granted, and for the entire
term of such Letters Patent as may be granted upon the said i
pending applications or any of them.

IN WITNESS WHEREOF, the said Automatic Phonograph

f

'{ ,'Mp. Eaton's Report to Mr. Edison
as to Final Settlement of N.A.P.Oo
Matters, with Valuable Enclosures,
Dated June 9, 1892.

!

New York City, June 9, 1892,

Thomas A, Edison, Esq.,

Deal’ Sir:

Touching the final settlement of pending
matters with Jesse H. lippincottf. and The North American
Phonograph Company, by you and the various corporations
which you represent, I beg to submit the following:

(I) Enclosed please find a copy of a let¬
ter of even date herewith, from me to J.Adrianoe Bush,
Attorney for Jesse H. Lippincottt and The North American
Phonograph Company. I send this to you for filing
among the archives of your office.

(2) Enclosed please find a copy of the cer¬
tain Agreement as to collateral seourity, dated June X,
1892, between The N rth American Phonograph Company and
yourself. This Agreement has been executed by both of
the parties thereto. I have sent one oopy to Mr. Bush
for his clients, and now enclose the other copy for safe
keeping at your own office.

(3) Enclosed please also find the certain
Promissory Note of The North Amerioan Phonograph Company

a

- i -

dated April I, 1892, drawn to the order of that Company
and endorsed by it in blank, for $78,518.37, the same
being payable ten days after demand, with interest at
the rate of six rer centum per annum from date of Note,
payable quarterly, principal and interest being payablo
at the office of the said The North American Phonograph
Company, at 44 Broad Street, New York City. This is the
Promissory Note referred to in the above mentioned Agree¬
ment as collateral security, and belongs to you. This
Note bears on its back a legend as follows;

“Secured by deposit with T.A.Edison of Twelve
"thousand shares of stock of Edison Phonograph Company
"as per Agreement of June X, 189 2, between him and
the maker of this Note."

(4) Enclosed further please find a letter
from Mr. Bush to me, dated June 7, 1892, together with
the enclosure which came to me in said letter, viz: "A
"copy of the Resolutions passed by the Board of Direo-
"tors of The North American Phonograph Company, at the
"meeting of. May 31st, 1892, and referring to the execu¬
tion of the Agreement • between said Company and Mr. Thom-
"aB A. Edison, in respect to the Note of §78,518.37, and
"accompanying collateral". X send you this letter and
enclosure theroin, for your files, because they set forth
the authority whereby the above men#oned Promissory
Note and Agreement have been executed by the said The
North American Phonograph Company.

- 2 -

(5) She above mentioned Agreement as to
Collateral Security provides that The North American
Phonograph Company shall give you 12,000 shares of the
stock of Edison Phonograph Company to be held by you as
collateral security as provided for in said Agreement.

A part of said shares, to wit: 150 shares commonly known
as the “Hemenway Stock" has already been delivered by
Mr. Bush to you or to Mr. Tate. The remainder, to wit:
11,850 shares, have been delivered to me, and I. now en¬
close herewith six stook certificates therefor. Please
keep them safely together with the above mentioned 150
shares which you already have, filing them with the above
mentioned Promissory Note and Agreement. All of the
certificates are dated July 3, 1888, are endorsed in blank
and are described below:

Certificate No. 29, 11,825 shares in the. name
of Thomas A, Edison,

No. 30, five shares in the name of J.C. Tomlinson.

No. 31, five shares in the nane of A.O.Tate.

No. 32, five shares in the name of Charles

^at che lor.

No. 33, five shares, in the name of Thomas A.

Edi son.

No. 34, five Sares , in the name of E.T .Gilli¬
land,

Please acknowledge the receipt of this
letter and of the enclosures as set forth above.

[ATTACHMENT]

Copy of Mr. Bush's letter of June 7, i
1892, to Mr. Eaton, with Copy of i
Board Resolutions; sent to Mr. Edi- I
son in Mr. Eaton's Letter to Mr. E., I
dated June 9, 1892, as to Final Set- j
tlement of N.A.P.Co. Matters.

[ATTACHMENT]

Gopy of Mr. Bush’s- Letter of
June 7, 189 S, to Mr. Eaton- ..
with Copy of Board.- Resolution
sent to Mr. Edison in Mr. Ea-;
tons Letter to Mr. E., dated !
June 9,1892,- as to Final Set¬
tlement of E.A.P. Co. matters.

[ATTACHMENT]

New York, June 7, 1892.

Dio tat ed .

My clear Major Eaton:

I send you enclosed herewith a oopy of the
Resolutions passed by the Board of Directors of The
North American Phonograph Company, at the Meeting of May
31st, 1892, and referring to the execution of the Agree¬
ment between said Company and Mr. Thomas A. Edison, in
respect to the note of $78,518.37, and accompanying col¬
lateral

Yours very truly

(Signed) J.Adriance Bush.

To

S.B.Eaton, Esq,

Mr. Bush called the attention of the Board to
the directions that had been given at the Stockholders
Meeting, held oa he 29th day of April, 1892, and sub¬
sequently acted upon by the Board of Directors whereby,
among other things, it was provided that in connecting
with the settlement with Mr. Thomas A. Edison of the
amount due April 1st, 1892, to wit, the sum of $78,518.37
on- note of Jesse H. liippinoottt, endorsed by this Company
and the executing and delivering of a promissory note of

Ji

[ATTACHMENT]

%

this Company, payable ten days after demand, with inter¬
est at the rate of six per centum per annum, and with
Stock of the Edison Phonograph Company, as collateral
there should be executed and delivered to Mr. Edison
any Agreement necessary to provide for the protection of
Mr. Edison in the possession of the collateral aforesaid,
and the enforcement of his rights in respect thereto in
the event of default of the payment of said note, and re¬
ported that, in pursuance of said directions the Presi¬
dent of the Company had caused to be prepared an Agree¬
ment between said Edison and this Company as follows;

(Inser t Agreement).

Mr. Bush thereupon offered the following Resolu¬
tions which were seconded by Mr. Nolan and were unanimous
ly adopted;

Resolved, that the President, or other proper
officers of this Company be and they are hereby author¬
ized and direoted to execute on behalf of and in the name
of this Company, and that the Secretary of this Company
be and he is hereby authorized and direoted to attest, j
seal withthe seal of this Company, and deliver to Mr.

Xhomas A. Edison, and to enter into an agreement on be¬
half of this Company, in conformity with the draft of the
proposed Agreement submitted by Mr. Pish, and

Resolved, that the President and Treasurer of
this Company, or other proper officers of this Company,
or any or either of them, be and they are hereby author¬
ized to make, execute, endorse and deliver to Mr. Thomas

[ATTACHMENT]

0

A. Edison a promissory note of this Company in the su m
of $78,518.37, dated April l8t, 1892, said note to be
drawn to the order of this Company, and to be endorsed
by it in blank, to bear interest fr m April I, 1892, and
to be payable ten days after demand and, simultaneously
with the delivery of said note, to deliver to said Edi¬
son, as collateral security therefor, and under and pur¬
suant to the terms of the Agreement hereinbefore directed
to be executed and delivered. Stock certificates belong¬
ing to this Company a d representing the entire capital
stock of the Edison Phonograph Company, that is to say,
12,000 shares of said Capital Stock.

Q

[ATTACHMENT]

Copy of Letter from Mr. Eaton to
Mr. Bush, sent to Mr. Edison in
Mr. Eaton's Letter .to Mr. E., dated
Juno 9, 1892, as to Pinal Settlement
of N.A.P.Co. Matters.

[ATTACHMENT]

EATON & LEWIS
S.B.EATON

44- ed

— June ^yiocrar

J.Aclrinnoo Bush, Ksq. ,,

Attorney for Josso H, UppliwciU and Tho ’forth
American Phonograph Company .

■ ss.sr.*

. 10 .foit.i American. Phonograph Company and Thomas A* Kdi son T^i.,

’forth a0* 80"fc t0 you «“*• tho files or the mid Tho

•foith Amor loan Phonograph Company. , ...

Of Jobs" lf VlTa find tho oe«ain Promissory koto

cos- j, hij.pinoott., onaorsod by Tho Worth Amor; con Phono I'l-nnv,

havinr;^boon°^ivon ^fllEor!*

~<a: uissJAasrirA

tho hypothooia, ( th at * this coSSrti’Joment'of1^!.! J* SJo^be!"

sssTtfs0^

S orScS ’ 0d •annUll0rt ™ if! or no further roroo

\

[ATTACHMENT]

m&mmmmr

.o,m,,any undar »* ^tio^o

(5) I havo already received from- you in your favor
Pf the 7th inat . , a copy of the Resolutions paaaed by the Hoard of
Directors of The Horth American Phonograph Company, on May 31 ,100::,
authorizing the execution of the above mentioned Promissory Koto
and Agreements.

Please acknowledge the receipt of this letter to¬
gether with the enclosed Agreement and Note mentioned abovo, and
believe me to remain,

Very truly yours,

[ATTACHMENT]

'Ohcuhtdj , L c/ejriJ-' /wjji 'Jjfc&famx/

a/WtMn/hd Jjwie/ / , /J^?

enfrihi/ fnudffJ fni&.

[ATTACHMENT]

[ATTACHMENT]

I C\~*-^o _cfzt^rm. f?, f >^. .r^jl^r| T

L_. __J.K

^-v*-Cy \^-&-<L^. - «?r^ — dOd —

|:r;r «*.c^s l*=e_ _ t/~ t*8 _

C^H- U-o^, JzXT±r~<rt*

t >V-e- ^a=^jjr -<^s^_^

Ci> - Cft^n.

[ATTACHMENT]

[ATTACHMENT]

*8'

a UjLeJ&zz ^

U O-o-v-y

«J,

4^Liic^. «_ o_w

(^AyQ^SLe^C^e, ^CXJXK? Cr-pcceQa, Co (Jj^j^, o-^f~~.=

jj ‘ =‘'f"'(j . ^

' LcJttZL . Cc^U^, c

/ti^vc.oxJi

lX^cr^-~*C- Xfcs: . . f~^Q~!L^j

. cXx^tu-e , r ■ n . C^fc ,c o-^cr^/ 6r~ _

e ^>Y-< <4Le, (_u-(L-*—eJLs ( o-^g-o ^£Ltx_a_^

CTti-v-Y rt'/CA-c_e,|jLj£«_j * ‘

C^JC!_-.eJ^ cl

tter

':. _r&~ 0 It^z

'^^A^.a.'Cr - CO-

[rfcL <zyj^..J?.eZJi_

-l Cv>- ^ c^KC^. ’iji^r-^-y

srsrfjrs-

O -*c j «-, ^C^CfZ^, U.

6-2u e

[ATTACHMENT]

(2) Translation of agreement of Biedmann, Air-linden and Cherbuliez
with Geneva Gas Co. and others relative to organization of Societe
BUisse D'Eleotrique and Sooiete D'Appareillage filectrique.

The above documents were sent to Mp* Tate by mail Dec. 4th, 91.

The above mentioned papers were handed by Mr. Tate to Major Eaton
for an opinion thereon, Dec. 5th, 1891. See Mr. Tate's letter of

..t=-^CElVE3 M c

)0 WALL STREET, I V' .1 t

. - "L'V\^,

i k

(Dictated)

October 29th. 1892.

My dear Mr. Tate!

Replying to your favor of October 11th. 1892,
which has remained without reply owing to business engagements and
absence, would say that, as I stated to you, the 6100 Shares of
Stock were separated from all connection with the note and became
the absolute property of Mr. Edison prior to January 10th. 1891.

In respect to the note there was one Agreement, copy of which was
not handed to you for the reason that Mr. Eaton, in his favor of
June 9th, 1892, advised me that one copy remained in the possession
of Mr. Edison, however, as some of the papers seem to be mis- laid,

I can probably do noibetter than to send you enclosed herewith a
copy of the Agreement of June 1st. 1892, together with a copy of
Major Eaton’s letter of June 9th. 1892, which explains the entire
situation. Every possible precaution that oould be taken for the
protection of Mr. Edison, I think was perfected by either Major
Eaton, or myself. Kindly acknowledge receipt of these papers and.
oblige.

.Yours. vopy. truly, .-s

_ j

.Daai* Mr. Edison:-

I unclose herewith a latter for Woerishoffar
A Co. which will enable me to complete the transaction after I
get to Chicago. Immediately upon my arrival there I will investi¬
gate this matter and wire you full particulars. If these are
satisfactory, please have this letter sent imnediately to Messrs.
Woarishof fer A Co., so that we will not have to risk any dolay in
closing the deal.

On Tuesday the interest on the N. A. P. Co. bonds will be
paid into you, and it amounts to sixty-seven hundred dollars odd.

Yours very truly.

Thomas A. Edison, Esq.

[ATTACHMENT]

THE WESTERN UWIOIff TELEGRAPH COMP AMY.

[ATTACHMENT]

'<%'n&^iamtvtd(iStetZ ■/ ■ ■

MhrtS*.

;/M»'MMt.-tyf4!Cyf>%'m

7A>%y^

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- yS£u&uAeMiS&(s/,/fc/t/#/,,.

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M'of.- ,

(%#/&,, *„/%,,„ ./,m.

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TIV^ CL>. Lj

vftatpa' /O-V- V/'7 ^ ^

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^ '-tAJLyA^'^Le^

0^~^$OiJL^d-AA2^A^ ^

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&s{^pZ^C> 0-^sCfcju ^kaiLau^'v (xAA^CetJ1^ i^'
“/fcv ^ouAAa ^
fits Je^ Ale*— ^

0LAU2-.

s, rf An . . . ■ _ _ /Jf

iic^o a^o

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[ATTACHMENT]

Mstuyta'

Jcctc- *

XzP

;0^«

4 -spV<~4^4 v//l\Xs'

yi2^^0

^ (^1^ ^£Z^.

/lyb^sJ^ y&SL^

Copy.

November 1st, 1892.

For flood and valuable consideration, the receipt of which is
hereby acknowledged, the subscribers Thomas R. lombard and A. 0.
Tate, agree to permit Mr. Erastus A. Benson to participate to the
extent of one- third in any interest which they now have or may
hereafter acquire in the earninfls of the invention or Thomas A.
Edison known as the Kinotoflraph durinfl the torm of the exhibition'
of this instrument at the World's Columbian Exposition, and to the
same extent in any ownership in the said instruments and appliances
therefor so exhibited which they hereafter may acquire. It being
understood and agreed that tho said Krastus A. Benson will pay
when called upon to do so one-third of the preliminary expense
which must bo incurred in the transportation and installation of
the said machines, employment of help and other necessary and
appropriate incidentals.

(THOMAS R. LOMBARD
(Signed) :

(A. 0. Tate.

Witness to the above

(Signed) E. A. Benson.

[ATTACHMENT]

l9*vqar? 23, 1893

My Dear Mi*. Edison:

t wc t« Mr. I»mbard\tn re5ard to »* interest
^loh yW hftvo given «• In the. K|n.to«^he,\ t tie World’ s Fair,
and X —’•**'* •* « letter fmc hi>» u„der *jto of 17fch * —

of which the following u an extract *

"r aaSUae’ °f eoUraa- ** the niaahJ.ries v* ^ ¥;11 b00Dma
the joint property of Mr. *41** and cursives, m4 ^ di5po3l
of after the Fair in ova*. W «jl M no diificiatr i» -ttin,
at least $500. apiece for thMe machines, at; the Sfcart, and if giv
the opportuni fcy of dlspcsing of the sane, I should,' I thint, be
able to do as well Sot h. KdJa.n « t5y0ne else, sna 1 hope that
he will not ti e himself W*o ai.yo*? until he has given the matte*
considerable thought/",' j

Waa it your int»tior« to glvijjuo any proprietary interest in
the Kinetographe je & at the Wvrl|s Pair, Af+nr the eiose of

exposition?

/,

"Xoiirs verylt*aly,

NORTH 'AMERICAN PHONOGRAPH CO.

Dec .

8th, 1892.

My hear Mr. Rdison;-

X enclose herewith copy of a memorandum which I sent
to Mr. Seligman concerning the agreement of the Rnglish Syndicate.

T- believe that I have covered everything that was discussed at our
meeting at Mr. Seligman's house. I have written a memorandum con¬
cerning the manufacturing rights whidi it was unnecessary to touch
upon in the enclosed. You will recollect that the principal
points -were tho method of computing manufacturing costs and the
rights to your patents.

Yours very truly,

Thomas A. Rdison, Rsq.,
Orange, N..T.

WHEREAS, I, ARTHUR E. KENNELLY of Orange, County of Essex
and State of New Jersey, have invented certain new and useful
improvements in Static Volt Meters, for which I have made ap¬
plication for Letters Patent of the United States, No. 442,361
filed August 6, 1892; and

WHEREAS, THOMAS A. EDISON of the same place is desirous
of acquiring an interest in said invention and in the Letters
Patent to be obtained therefor:

| N0W THEREFORE, to all whom it may concern, be it known
that for and in consideration of the sum of one dollar to
me in hand paid, the receipt of which is hereby acknowledged,

I, the said Arthur E. Kennelly, have sold, assigned and
transferred, and by these presents do sell, assign and trans¬
fer unto the said Thomas A. Edison, all the right, title and
interest in and to the said invention as fully set forth and
described in the specification of said application; and I do
hereby authorize and request the Commissioner of Patents to
issue the said Letters Patent to the said Thomas A. Edison.

IN TESTIMONY WHERE OP , I have hereunto set my hand and
affixed my seal, this day of 1892. .

In the presei

§<rjt (flcisi

HARRY F. MILLER FILE

1893

promises, and asking for the delivery of certain assignments ex¬
ecuted by you,

I enclose the originals of said letter and extracts ffom
minutes, also 5 assignments by you to the Edison United Phono¬
graph Company of certain foreign patents, namely 2 assignments
of Italian patents, 2 assignments of German patents, and 1 assign¬
ment of Austrian patents. These assignments are the papers which
I have held in accordance with your instructions until the receipt
of the ratification by the Board of Directors of the promise to
execute return assignments to you for dolls etc.

I now beg to forward all these papers to you for your
attention.

Kindly acknowledge

iipt, and oblige

[ENCLOSURE]

J7C>ir/‘i/ Sn/it/MW, '/ruMuivir

$ ?/■. 7/trn yjf/j/i Sttwe&tr

t>. b. jsaton jssq.,

42 Broad Street,

New York City.

Dear Sir:-

We bee to hand you herewith extracts taken from the
Minutes of a Meeting of the Board of Directors of this Company,
held at their office in the Mills Building, on Monday December I9th
1892, bearing upon the requirement of Mr. Edis an, that this Company
execute a return ^ioensd tohftrbji, for dolls, toys, toy-figures and
clocks, to correspond with assignments of Phonograph Patents,re-
ceived by this Company from him in 'which the reservation, as to
dolls, toys, toy-figures and clocks is not contained.

Certain documents have been exeouted by Mr. Edison, and
are retained by you, awaiting the action of the Board of Directors
of ttiis Company as above, for ITALY, GERMANY and AUSTRIA.

As soon as the various patents shall have been recorded 4
in this Company's name, we will execute the return licenses as
stated. Kindly send us these documents as soon as possible, and
much oblige. Yours very truly.

Secretary

[ENCLOSURE]

■J/hwm (ms/tnmi fim/thuA >
■Jltrvt/tr.i .yf. l',W,7?irJiWi:nA

•PTfijiri/ d$r/tt/uMn; ifnuumvir

{/. /Z,.7//0/vjtWS C$mr//r/y

MILLS BUILDING.

7/mr7^/r-/z_~ — _ «...

Extract;; from Minutes of Meeting of Board of Directors of Edison
United Phonograph Company, held at their office in the^ Mills
Building, on Monday Deoember I9th 1892, at dne o'clock P.M.

"Mr. S. B. Eaton, Attorney for Mr. Thomas A. Edison,
enclosed to this Company in his letter of August 25th 1891, two
assignments of Patents for Norway & Sweden Case 96, solely for the
purpose of preparing a form of return license, securing to Mr.
Edison his rijgxts in said patents, so far as they relate to dolls,
toys, toy-figures and clocks.

Mr. S. B. Eaton's letter of September I4th 1891, para¬
graph 3 notifies this Company they are free to use said two assign-?
ments, which were executed and acknowledged by MR/ Thomas A.

Edison, on certain conditions. These conditions are complied with
in the Secretary's letters (2) to Mr. Eatonndated September 21st 18
1891, and Mr. Eaton's letter of September 30th 1891, to this Company
accepts them.

. On Motion of Mr. Dolan duly seoonded the Secretary's
letters and return license as above were approved,, and the Offioers
authorized to execute said license." (

[ENCLOSURE]

Extracts from Minutes of Meeting of Board of Directors of
Edison United Phonograph Company held at their office in
the Mills Building, on Monday December I9th 1892, at One
o'clock P.M.

Certsin papers, documents and Powers of Attorney, under
the seal of the Company, looking to the transfer to this
Company of Litters Patent in foreign countries, known
princippaly as Cases, numbered 84, 85, 86, 86a, 87, 87a,

87b, 88, 88a, 90, 90a, 90b, 90d, 90e, 91, 91a, 90, 96a,

96b, 96c, 96d, 96e, 96f, have been executed by the Officer*)
j°f this frtm time to time, under the guidance and

approval of Counsel.

On motion of Mr. Dolan duly seconded it was Resolved, that
this Board sanction and approve said documents, papers,
and Powers of Attorney as above, also Company’s letters in
relation to the securing to this Company, its rights in
Phonograph Patents, in foreign countries, and notably those
letters referring to return licenses to Mr. Thomas A.

Edison as follows

Secretary's letter to Thomas A. Edison, dated April I2th
1892

Secretarial slett er to S. B. Eaton, dated April l2th 1892.

Secret ary •fialetter to Thomas A. Edison, dated June 3rd
1892.

Secretary's letter to S. B. Eaton, dated August^Iet-ragB

referring to New Zealand Case 96. _ _ ’’’*

®he^Pres£dent^»»J'ae^r®tary are also authorized, under
• tho^app roval of Cpunsel, to execute and deliver to Mr.

Thomas A. Edison, a return free and exclusive license for
&lls, toys, ?toy-^ures and clocks to correspond with all

[ENCLOSURE]

-2-

Extracts from Minutes Continued.

Assignments of Phonograph Patents received by this
Company from Thomas A. Edison, in which the reservation

as to dolls, toys, toy-figures and clocks is not con¬
tained

<j’. o$:

In consideration of the sum of Two Hundred Hollars in

[ATTACHMENT]

C,

‘■'A™/

J^y/y:)#//, Cs/r/ys 9/ \

^///vrstyJ 9

/'/fr 'yJwtrffov

* /hyr ?ty'>r/y,

April 17,

•/JZr.y,..//,.,

yj*J. t

/M

Thomas A. Edison, Esq.,

Orange, New Jersey,.

My hear Slr:-

In accordance with our conversation and understanding
o£ Saturday, I write to confirm the same and ask you to send
memorandum of agreement, signed by yourself and Mr. Kenny, to
reach me by Wednesday’s mail to 170 Broadway, New York., and I
will mail you check for $200. Please make option to Leonard
Pauls on, Jr., Trustee, 87 Leonard Street, N. Y. My understanding
is as follows: That in consideration of $200. you will give

option for one year to purchase the Letters Patent granted to you
and Patrick Kenny, dated July 19th, 1892, No. 479,184, upon
paying sum of*

I hope

you will keep this as near $10,000. as possible, as my clients
only regard the patent as valuable in a secondary manner. I
would prefer that the gentleman of whom we talked Saturday should
have no knowledge of our transaction, and I hope that Mr. Kenny
understands him as you seem to do. I think the option should

[ATTACHMENT]

■ A,’r ?/,U:

V/fT.j //tty //>//. $}tty/tc

m

cover England, Prance and Belgium, as we have taken patents in
these countries. I will mention to Mr. Denison what you said
in regard to helping him if he struck "a bug". I would be pleased
to see you on Wednesday next say 3 P. M. at Mr. Denison's shop,

143 Centre Street, New York, to examine machine. I will be in
Philadelphia to-morrow and New York Wednesday.

[ATTACHMENT]

>'-y O

[ATTACHMENT]

Thomas A.Bdison, Ksq . ,
Orange, JT.J.

Dear sir:

1 regret very much no t hearing Tran you, as time
is of some importanee in arranging the matter we talked about.

1 since rel y hope that Hr. Kenney has not committed himself to the
genti anaji whose name we canvassed at our conversation. He in¬
timated to me at one time that he had control of llr .Kenney' s in¬
terest on come basis, and if this should be a fact ) would1 be
pleased to have the document to cover whatever instrument.. you might
control on the best possible basis, and under these circumstances
1 should think the pajment of $200 should be eliminated.

1 expect to be in Hew York on Wednesday and would be glad
to hear from you at, my office, 170 Broadway.

Yours truly,

[ATTACHMENT]

QjwLL Zd-'"

Vln cryvyju &>cuifcjj

^ I70 /b fnrCL*iw*a*jl

KUa. r tjyKj

^DsnJU' -Jaaj!- A

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jbAju aaa cJL «.* A-j ccci/\ivvvt &*aU-^ ' (ywuAnj -urvAAy ^ tn*/U
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jfl^ckrJLdj iOALLan* /OuU** ^ AJ-aAfiA y

jWtcuiD fchj (HyVUlMAvM OAAcb J~-ryiArt*A&t la^xxs

[ATTACHMENT]

V>._ ' /Jfao'omc&wity’,

PHILADELPHIA ' ,y \ ;\ltin'ltrl| & Cointorllov

•n ommur •theit, • ^ . .. 1\ / *» BROADWAY

Dear Sir:

1 called you up on the phone about a month ago and was very
sorry to hear that you were ill. 1 had intended writing but
delayed it and have since been absent the greater part of the time.
1 do not know whether you are aware of the fact, but on the 3rd
of December of last year the factory and all the machinery
together with all the working drawings of the American Auto T ele-
graph Company were destroyed by fire and without any insurance.

This fact together with the condition of the times making it almost
impossible to exploit any invention, has rendered it very difficult
to complete affairs in such a form as to comply with the option to
control the Edison and Kenney patent which expires May 1st, 1894.

I may say to you that had it not been for the fire, there is
little doubt in my mind that a complet tbhnof the optlon would have
been the result, as negotiations were in progress for a demonstra¬
tion in England, Philadelpgia, Chicago and New York based upon
contracts which would have been fulfilled had the demonstrations
been as satisfactory as those made the parties negotiating the
patents.

[ATTACHMENT]

Thomas A. Edison, Esq.,

April 2, 189*.

The factory has been re-established and work on the machines
is about being commenced and it is expected that two sets of
machines will be rebuilt with such improvements as grow out of the
past experience, and l have asked Mr. Denison from time to time to
see you if necessary with a view of embodying the ideas suggested
of reproducing a message written in ink instead of indentation.

1 write now to know whether under the circumstances growing
out of the misfortunes over which we have had no control, whether
you will not extend the option on the Edison and Kenney patent
until October 1st, 1894. l trust you will not ask us to pay
anything for this as the great loss incident to the machinery and
machines by fire, of which the Company had material for 12 sets,
and the expense of rebuilding will give the Company all that thly
can possibly do. At the sametime 1 should like to ask whether we
could in any manner control the patents for England, Belgium and
Prance as matter of title in connection with the sale of the
foreign patents, and if so, on what terns.

As 1 am expecting to leave for California by the 10th of
April 1 should be indebted to you for an early reply, and if you

desire 1 will call personally to explain more in detail what 1 have
written.

[ATTACHMENT]

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MORTGAGE.

Cftfe Indenture.

iade the *^7 MJlitty ACtrudft ■

thousand eight hundred and ninety . Id-wd. _ _

- day of

Bettoeen

-S^zMl Crm a*t/ Of- y^UcdfU./ ^u^^f/rtv-usJci^
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, jftotual Htfe gugmance Company, o t jfteto#orft, « hod,, a

8j the said <bH^(nucU- L^/' <E)CU>lrv t, .U _

' & tr/c-

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justly indebted to the said pat

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of the ^ bulled States of Sffm,

cured to be paid by '^Lcy _

i bond, beat

*OT^fcj> *:^^lO-Uy£<&CCCC -

to the said parties of the second part, at their office in. the (Sity of%cw-cfiorh, on the joint receipt

of the second part in the sum of

- dollars, lawful money

even date herewith, in the penal sum of
_ dollars,

! conditional for the paym
j of their President and Secretary, and not otherwise, or to their assigns, of the said

- - — - ''^Jy&Uri,u£y <:Zy&o-U^£UL<?C -

: on the Tyrst - <% of ^Uay _ ,

nof

thousand eight hundred and 'Hc^tvfy ^X07~- and

interest thereon at the rate of jdy) - per centum per annum, payable half-yearly on the _ dayi of ^<nn^U>W^\

j and Aiatf _ • , cach ^ and upon dcfauU fm tldxtji ^ t wmc(i( gf .ntmdl ^ afgtcM!dj thm fn {he

1 fmlUitk °f illa Mid <*inciraL Mm’ lh° ®°'n « assigns so elect, reference being thereunto had, may more fully appear.
j J30to m attoenmre mitnemtj), Vhat the said par,J_ of the first part, for the better securing the payment of the
1 said sum of money, and also for and in consideration of the sum of one dollar, to ti^-in hand paid by the Said parties of the
second part, the receipt whereof is hereby acknowledged, ha Vi. granted, bargained, sold, aliened, released, conveyed and confirmed,

and by these presents do - grant, bargain, sell, alien, release, convey and confirm unto the Said parties of the second part, and

totheir successors and assigns forever, fflyW certain lot piece or parcel of land situate in the^un^

On<XU^., (yfu^UcSCc/ and bounded and described as follows (and being the same

pauses attended to be shown on the annexed diagram) •• cJifc. &bf^cu.Urdj .Cffntvr fcy I

y^acL aud k§/auucd dmm'b) ifuuct alcry ycud ^Jauids. ItcJu/h JbJ-fiuHtLd

aufLj yv^C ^diJcuicb (jfzfwutd c/vMLy, -tibokvj'
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with the tenement!, hereditaments and appurtenances thereunto belonging, and the r

d,y,vkf4^L , elecuu CLud ckutciucb _

s and profits

thereof, 3ttft SlgO all the estate and interest
whatsoever, of the said partXj. of the first part therein ; CO Qabe atlS tO IlOltl the said premises, with the appurtenances, unto
the said parties of the second part, their successors, legal representatives and assigns, to their only proper use, benefit and behoof
f 3ttt) the said pari ty ^of the first part and myr heirs, the above described and granted premises, and every part thereof,

mth the appurtenances, in the quiet and peaceable possession of the said parties of the second part, their successors and assigns,
against every person whomsoever will Stout and forever geted). SltPaVg. and these presents arc upon this

e,press condition, that if the said principal and interest moneys shall be fully paid at the times and in the manner therein specified,
and the other covenants and agreements herein contained on the part of the said part of the first part shall be fulfilled and

observed; that then these presents, and the estate hereby granted, shall cease, determine and be utterly null and void _

is further mutually covenanted and agreed that the said part^of the first part, ik^Jicirs or assigns, shall, until payment
Of the whole principal and interest aforesaid, heep the buildings on the above described premises insured to ^ fair insurable value
against loss by fire, in companies to be approved by the parties of the second part, and assign the policies of insurance therefor to
the satd parties of the second part, their successors, legal representatives or assigns, as collateral security for the payment of said
moneys, with power to apply all payments on Said policies, at their option, to the repair or rebuilding of the premise! infixed by fire,
or to the principal or interest moneys secured by said bond; and in default of such insurance and assignment of policy, said parties

“ f''“ h ** **■»*-< - ** - .w«,

h . /■„„,« _

— * «a «,-</ * *. * /-« — < « J * i-. «* „„ w ^ tei

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shut!. be lawful for daid parties of the

with all lawful costs and interest,

*“ ** u * - “a #—» — 4 r— >< <w ,« w J

| ¥ tke said Pities of the second part so elect, become and be due and payable forthwith. _ _

3ftt ^H8Etttt0$g tofygtgpf. the said parl^-of the first part ha VUicxeunto IS# -J ,,

cScntcb aim Bclitocb in tftc ffmfcntc of

-MaaiaEk—. M..T..Tnnfl 7, ipa^. //sf'.V

Thomas A. Edison, Esq.,
hear Sir:--

Youv letter of the 7th inst. is received.
l"hen I handed Mr. Randolph the Mutual Lifa check for $20,000, it
was with the express understanding .hat the two judgments to which
T called his attention and of which I handed him ■statements should-
he immediately cancelled of record, or Hi at. I should have some "
evidence that these judgments were not against you. It is no more
then proper, therefore, that until these judgments are cancelled,
that T should hold the former mortgage to the Company until this
has been done.

T trust this explanation will be satisfactory to you.

W»(M4L

A

'/' fiK /3. /<SJ 3

A

■*.< % -f^c ,

$3. V/X. r,

:: 1 Air-

i P

-C <A. 3

t?„ *

ihhT/ry\-

' [bh'^rirsl

WHEREAS the said Letters Patent were applied for by' and j
issued to the first party with the consent of the second party
but upon ths jrnder standing and agreement with the second party
that upon the issuing of said Letters Patent to the first
party, the first party would execute and deliver to the second
party a license as herein contained.

NOW, THEREFORE, in consideration of the premises and of

One Dollar by each party to the other paid the receipt of

which is hereby mutxiali'y "'acknowledge^ it is agreed as -follows:

:i The first party hereby grants to the second party and to-

£« his heirs, ' a'dministratorsy- executors* and‘-assigns - the sole-
I free and exclusive license and right- (without compensation or

| payment to the first party) during the life of said Letters
j Patent, and of all the issues, renewals and extensions thereof
j to manufacture, use and sell in said country, namely, in Russia
the invention and improvements in said Letters Patent describe
so far only as they may be used in or in connection with dolls

toys, toy-figures and clocks.

And it is expressly understood and agreed that no righ|fc
or authority is hereby granted to manufacture, use or sell ;
said invention or improvements for any purpose other than |
those above specified, and the second party hereby agrees that
he will not manufacture, use or sell the said invention or I
improvements nor authorize anyone else to manufacture, use or
sell the said invention or improvements for any purpose other
than those above specified.

IN YfITNBSS WNEREOE the first party has caused its i

corporal seal to be hereto affixed and those presents to be
signod by ?.ts president and attested by its Secretary, and the
second party has hereto set his hand and seal the day and year
first above written, in duplicate.

f EDISON UNITED PHONOGRAPH COMPANY. j.

; c4r

Secretary.

JLnvuvo CUVivC

State of New York. :

County of New York. :

Otf this 21 st day of July, 1893, Thomas Cochran, to r
known, came before me, who, being by me sworn, did say that l
resides in the City of Philadelphia, State of Pennsylvania,
and is President of the Edison United Phonograph Company; that
the seal affixed to the foregoing instrument is the corporate
seal of said corporation, and was hereto affixed by the order
of the board of directors of said Company, and that he signid
the same as president of the board of directors of e
Company, by virtue of a like order of said board of direcorki

o

WHEREAS I, ARTHUR E. KENNELLY, of Orange, in the
Essex and State of New Jersey, have invented a ce]

r and useful improvement :

i Electrical Indio at orB,

I which is fully set forth and described in the specification
prepared and executed by me the^^s>c^“<t^ day of
1893, preparatory to making application for Letters Patent
of the United States therefor; and

WHEREAS, THOMAS A. EDISON, of Llewellyn Park, in
the County of Essex and State of New Jersey, is desirous of
acquiring said Invention and the Letters Patent to be obtain¬
ed therefor;

NOW, THEREFORE, BE IT KNOWN that for and in consid¬
eration of the sum of One Dollar to me in hand paid by the
Baid Thomas A. Edison, I , the said Arthur E. Kennelly, have
sold, assigned and transferred, and by these presents do sell,
assign and transfer unto the said Thomas A. Edison, his heirs
and assigns, the entire right, title and interest in and to the
said improvement in Electrical Indicators as set forth in the
specification above referred to, and the entire right, title
and interest in and to any Letters Patent of the United States
that may be granted therefor; and I hereby authorize and re¬
quest the Commissioner of Patents to issue such Letters Patent
to the said Thomas A'. Edison, his heirs and assigns, as my

IN WITNESS WHEREOF I have hereunto set my hand and
seal this ■ - day of (5 cJcAh^ 1893.

IN THE PRESENCE OF : ft) 1 AMI

^ - - - ^ ■ "

CERTIFIED COPY

. Pro o lamat is. n...„t!y. .. the . governor.

In Re, the Edison Phonograph
Company.

I

Whereas on the thirty first day of October Eighteen
hundred and ninety three under "An act to repeal the charters
"of all corporations that have heretofore failed to pay State
"taxes imposed on them by law"approved March 26th 1891,1 did
issue my proclamation of that date that the charters of cer¬
tain corporations reported by the controller as in default
in the payment of taxes imposed on them by law, were repealed
and declared null and void.

And whereas it is established to my satisfaction that
the Edison Phonograph Company, one of the corporations named
in said proclamation has not refused or neglected to pay said
tax within two consecutive years, and was inadvertently re¬
ported to the Governor as aforesaid a3 refusing and neglecting
to pay the same as aforesaid, whereas its lability to the sup¬
posed tax reported was and still is in litigation in the
Supreme Court and Court of Errors and Appeals of this state
to which said tax has been removed by writs of certiorari &
of error.

Now therefore in pursuance of the second section of an
act of this State approved March 13th A. D. 1893 being Chapter
C XXXVI II of the laws of that year entitled "A Supplement to an
"act entitled "An act to amend an act concerning corporations"
"approved April seventh, one thousand eight hundred and seven¬
ty-five, which amendatory act was approved March twentieth,
"one thousand eight hundred and ninety one"

I, George T.Werts, Governor of the State of New Jersey, do
hereby correct the mistake of including said the Edison Pho¬
nograph Company and of naming said company in my said former
.proclamation, and do make the same known by this my proclama-

tion to be filed in the office of the Secretary of State.

In Witness whereof I have hereto set my hand and caused
the great seal of the State to be hereunto affixed at Tren¬
ton this Twenty Eighth day of November in the year One Thous¬
and Eight hundred and Ninety three.-

SEAL. George T.Werts.

By the Governor —

Henry 0. Kelsey,

Secretary of State.

"Piled November 28,1893

Henry C. Kelsey,

Secretary of State.

Department ok State.

dt, HENRY C. KELSEY, -e&cu/dy of -ef/a/e of -ef/a/e of

fieldey, (lb hCfCllVJ^JJVtlf IJ, &a/4fe fieyo/ny. 4 a 4tt« eo/iy of . P.rO.olar .

mation by the Governor, In Re the Kdi son Phonograph Company , --^and .

the Endorsement thereon, . .

Id /redfetz fom note/ co-m/iai ce/ *i

. . ( "Piled November 28,1893") ... . «*««/ ozo** zematottny

„,y cjfee.

gtt ^CStiinollU 'StJUXClXOf, dia-ve de-tectn/o de/

■my^d/a-oz*

■n/ooi, &td . Twenty-eishth . </ay of

r

. November. . .

retary of State,

[ATTACHMENT]

. ADRIANCE Bim

Gentlemen:

I send you enclosed herewith a certified copy of the
Proclamation by the Governor of the State of New Jersey in the
matter of your Company, correcting tin error made in his former
Proclamation by which your Charter was declared null and void.
Kindly acknowledge receipt and oblige.

To

The Edison Phonograph Wo:

T*"

"'orks.. - 1\

[ATTACHMENT]

July 17th,i8iK.

[ATTACHMENT]

Orange, July 19, 1894.

tjr. Randolph: -

Attached papers, it seems to me, should go on your
files, as they relate to the old Phonograph Co.

a* vm m* mr

[REPORT BY SHERBURNE B. EATON, CA. 1893-1898]

HAS THE AMERICAN GRAPHOPHONE COMPANY THE RIGHT TO MANU¬
FACTURE GRAPHOPHONES IN THE UNITED STATES AND TO SHIP '.THE SAME
ABROAD?

On January 6, 1886, an agreement wm
tween A. 0. Bell, Sumner Tainter; an<3 C. A>:„a

ifitered. into be-

Li' or 'one hand:

^••SsiWK ,

and Charles J. Bell and James H. Saville pii, the other, in -which
the organisation of the Volta Oraphophone, Company was provided
for, such concern to secure by assignment .f^pm the parties of
the first part the inventions in graphophones mad'S?*^’ them,
both in the United States and in foreign coun’tt^es .

On March 28, 1887, an agreement (executed June 22,

1887) was entered into between Clephane, White nnd Devine on
one hand, and the Volta Company on the other, in which the
parties of the first part agreed to organize the American
Craphophone Company, a portion of the stock of which was to be
turned over to the Vol ta . Company, together. with a cash payment;
and said American Company agreed to pay all expenses of taking

out United States and Canadian patents. An express provision
of the contract is as follows:

"10. It is further agreed that nothing herein contain¬
ed shall be held or construed to confer upon said American
Company the right to export, or manufacture or sell for
export, any of the inventions, machines or appliances at
any time controlled by the said Volta Company, .but said
right to export, or manufacture or sell for export , is
hereby expressly reserved to said Volta Company I"

The Volta Company in said agreement^'also covenanted to grant
to the American Company the fa.

"sole and exclusive license to make, sell, rent -and. use
the present graphojihone inventions owned by the Volta Com¬
pany throughout the United States and Canada."

In pursuance of this contract, the American Graphophone Com¬
pany was formed, and on June 29, 1887, a license was granted
it by the Volta Company. The grant in said license is in the
following words:

i

"The soli and exclusive right to make, sell, use, and
rent to others to use, any and all inventions vfhich are
now or v/hich may hereafter be owned, acquired or control¬
led by the said The Volta Graphophone Company, its succes¬
sors or assigns, pertaining to the phonograph or grapho-
phone ns described in the foregoing agreements, unto the
full end of the term for which said Letters Patent have
been or may be granted thereon, throughout the United
States of America" x x v. x

The grant in the license agreement last mentioned is capable
of two constructions: first, that it extinguishes the right
which the Volta Company reserved in the contract of March 28,
1887 (executed June 22, 1887) to manufacture in this country
machines for sale abroad; and second, that the right reserved
by the Vo^ta Company was not extinguished, since the license
is presumptively that provided for in the contract of March
28, 1887, and in which this reservation was expressly set forth.

The writer inclines to the latter construction, and
will assume herein that after the license of June 29, 1887,
the Volta Company retained the right to manufacture for export.

On May 24, 1889, an agreement was entered into between
the Volta Graphophone Company and Thomas Cochran of Philadel¬
phia, in v/hich all Letters Patent, both United States and
foreign, then owned by the Volta Company are specified and all
of the latter assigned to Cochran. The assignment contains
the limitation to

"all countries of the world, excepting only the United
States of America and the Dominion and Provinces of Canada,
v/hich countries are expressly excepted from this assignment
and conveyance, and subject also to the agreement hereto¬
fore made between said Volta Graphophone Company and Austin
Herr for the countries of China and Japan."

The Volta Company also assigns to Cochran all its interest un¬
der the contract of January 6, 1886, above referred to,

"excepting only so much and such parts of said assignment
and agreement as cover or relate to the United States of
America and the Dominion and Provinces of Canada."

Various other provisions are made which are immaterial to the

present investigation.

This paper apparently vested in Cochran the exclusive

title

o to all the foreign graphophone patents, and no right to

I manufacture in this country or elsewhere was reserved by the
Volta Company. In the view of the writer, such a right, how¬
ever, is part of the estate which, by its reservation in the
contract of March 28, 1887, the Volta Company had carved out
of the United States patents, and after the assignment of the
foreign patents to Cochran, it still retained such right.

On August 30, 1889, Cochran, in consideration of
$5,000,000, assigned all his right, title and interest under
the contract of May 24, 1889, to the International Graphophone
Company.

On October 31, 1889, an agreement was entered into be¬
tween the Volta Company and Cochran, in which the previous
agreement of May 24, 1889, was referred to, and in which it
was recited that said Cochran

"is desirous or may hereafter become desirous of making
and manufacturing within the United States of America for
the purposes of export only, the whole or certain parts of
the said machines and instruments known as the graphophone
or phonograph."

The Volta Company grants this right in the following words:

"V. The party of the first part does hereby grant to
the said Thomas Cochran, his heirs, executors, administra¬
tors, assigns and legal representatives, the full and free
right and liberty to make (but not to use or vend, except
for export or as herein expressly provided) within the
United States, all or any part or parts of the machines or
instruments known as the graphophone and phonograph, its
attachments and appurtenances, so far as the said Volta
Graphophone Company may have the right to grant such right.
The right to export herein granted does not include the
right to export to Canada."

The following provision of the contract provides that nothing
contained therein shall he understood as conflicting with the
rights of the American Graphophone Company as contained in the
contract of March 28, 1887 (dated June 22, 1887) and the li¬
cense of June 29, 1887. But

"the said Volta Graphophone Company hereby covenants that
it has not heretofore made any conveyance or disposal of
the right reserved to it in and by said contract to manu¬
facture graphophones in the United States for export."

-3-

I Cochran Is given the right to sell to the American Graphophone
Company or its assigns, gr&phophones or phonographs made by hin
under the contract within the United States, and Cochran cove¬
nants that he will not exceed this authority. Various other
provisions are made as to statements of account, the marketing
of machines, etc.

On December 14, 1889, Cochran, in consideration of one
dollar, assigned to the International Graphophone Company all
his right, title and interest in the foregoing contract.

In the view of the writer, the situation at this time
was substantially as follows: The International Graphophone
Company was possessed of the full and entire title to all Let¬
ters Patent covering the graphophone in countries other than
the United States and Canada. It further had the right, under
the contract and assignment last referred to, to manufacture
graphophones within the United States and to sell them to the
American Graphophone Company or to ship them abroad for sale
to others. But this right given to Cochran by the Volta Com¬
pany was not, so far as the contract itself shows, an exclusive
right, and the Volta Company therefore retained the right re¬
served in the contract of March 28, 1887, excepting only the
non-exclusive right given to Cochran.

On January 24, 1893, the Volta Company assigned to the
American Graphophone Company a certain patent estate as follows:
Patents 341,213, 341,214, 341,287, 341,288, 374,133, 375,579,
380,535, 385,886 and 385,887 are set up, and i t is recited that
the American Graphophone Company "desires to acquire the entire
interest in the said inventions and patents", and that the Volti
Company has agreed to sell and assign the said inventions and
patents in accordance with a resolution of its Board of Direc¬
tors. It is further recited that the Volta Company, in con¬
sideration of §1400,

has scad, assigned and transferred, and by these presents
does sell, assign and transfer, to the said American Gra-
phophone Company and its assigns, each and every of the
said inventions and improvements, and any and ali the Let¬
ters Patent therefor aforesaid, and the rights and privi¬
leges thereby granted, together with all reissues, exten¬
sions and renewals of the said patents or either of them,
to be held and enjoyed by the said American Graphophone
Company for its own use and benefit, and for the use and
benefit of its successors and assigns, to the full end of
the terms for which said Letters Patent are or may¬
be granted, as fully and entirely as the same would have i
been held and enjoyed by the said Volta Graphophone Compand
haa this assignment and sale not been made.”

If therefore, as the writer has assumed, the Volta Com¬
pany retained, after its license of October 31, 1889, to Coch-
, the right to manufacture in the United States for sale to
the American Graphophone Company or to others abroad, it ap¬
pears that this right was passed to the American Graphophone
Company by the assignment last mentioned, and that that com¬
pany has the right to manufacture in the United States for
shipment abroad. This right can only be enjoined by an actiorj
against a vendee of the American Graphophone Company located
abroad, such action to be brought under the patent covering
that territory assigned by the Volta Company to Cochran and

now owned by Cochran's assignee, Edison United Phonograph
Company.

i

HAS EDI SOM PHOTOGRAPH WORKS THE RIGHT TO MANUFACTURE
GRAMOPHONES AMD PHONOGRAPHS IN THE UNITED STATES AND TO SHIP
THE SAME ABROAD?

It has appeared heretofore that the estate conveyed to
Cochran by the Volta Company under the agreement of May 24,
1S89, and the license of October 31, 1889, was vested in the
International Graphophone Company. On March 11, 1890, the
Internati onal Graphophone Company entered into an agreement
with Edison United Phonograph Company, under which the Inter¬
national Company, in consideration of the transfer of stock of
the Edison United, assigns to the latter all its rights under
the assignment and license from the Volta Company to Cochran.

A number of prior agreements are annexed to this writing, and
the title conveyed is stated to be subject to them. Provisior
is made for the grant to the Edison Phonograph Works of a right
to manufacture, and a copy of the license is annexed. The in¬

tention of the paper is expressed as being that all persons in
whatever foreign country they may be should procure

"from the second party (Edison United Phonograph Company)
or from its licensed manufacturer, to wit, the Edison Fho-
nograiBi Works, x x x x all phonographs, grapho-
phones or other speaking machines" etc.

Under the paper last mentioned, the Works was licensed under
the graphophone patents. Before referring in detail to the
license paper, it should be noted that by agreement dated Mareh
11, 1890, between T. A. Edison and the Edison^Phonograph Com¬
pany, the latter became possessed of the entire right of the
former in and to

"all the said existing Letters Patent" (No. 200,521 of
February 19, 1878, is the only one specifically described)
"and existing applications for Letters Patent, and in all
extensions of the same hereafter granted, together with all
Letters Patent and extensions thereof to which the second
party may he entitled under the third and fourth sections
of this agreement, in each and every country of the entire
world save and except the United States of America and the
Dominion of Canada."

A list of Letters Patent, applications, etc. covered by the

-6-

grant in this writing is annexed, as is also a "complete list
of existing or prior agreements", subject to which the grant
in the writing of March 11, 1890, is made. The Edison United
Company further covenanted that it would grant a

"sole and exclusive right to manufacture for it and its
licensees and assignees under all the. Letters Patent or
rights which it now owns or controls, or at any time here¬
after may own or control."

The license agreement provided for by the agreement just re¬
ferred to was executed on the same date (March 11, 1890), said
license setting up the estate of the Edison United Company un¬
der which the license was granted as that arising out of the
two agreements of the same date (March 11, 1890) between the
International Graphophone Company and the Edison United, and
between Edison and the Edison United. The Edison Works is
granted the

"sole and exclusive right in all parts of the world includ¬
ing the United States and the Dominion of Canada and all
other countries",

to manufacture for the Edison United Phonograph Company, its
assigns etc., but for no one else, phonographs, graphophones
etc. The Works covenants that it will not manufacture any of
the machines for anyone except the Edison United or its assigns,
and that with certain exceptions it will not manufacture any ma¬
chines for sale or use in any part of the world except the
United States and the Dominion of Canada. The license agree¬
ment contains various other provisions as to supply, account
books, packing, assumption of contract liabilities etc. which
are not pertinent to the present enquiry.

Under the license agreement last referred to, the Edi¬
son Works has a right to manufacture in this country for sale
to the Edison United Company, phonographs and graphophones to
be sold abroad. This is not an exclusive license, since the
license transferred to Cochran, and by him to the International
Company, and by it to the Edison United, was not exclusive, anc

-7-

although the license to the Edison Works is defined in the li¬
cense agreement as an exclusive license, the Edison United Com¬
pany as the assignee of Cochran's rights could obviously assign
no greater estate than it possessed.

HARRY F. MILLER FILE

1894

I WHEREAS , I, ARTHUR E. KENNEL LY of Orange, in the

County of Essex and State of Hew Jersey, have invented a
certain new and useful improvement in Electrical Indicators,

• for which I have' made application for Letters Patent of the
United States, which application was filed on October 26th,
1892, and is numbered 450,063, and

WHEREAS, THOMAS A, EDISON,, of Llewellyn Park, in
the County of Essex and State of New Jersey is desirous of
acquiring said invention and the Letters Patent to be ob¬
tained therefor,

| NOW, THEREFORE, Be it known that for and in consid¬

eration of the sum of one dollar, to me in hand paid, the
reoeipt of which is hereby acknowledged, I, the said ARTHUR E.
KENNEL LY , have sold, assigned and transferred and by these
presents do sell,, assign and transfer unto the said THOMAS A.
EDISON, his heirs and assigns, my entire ri$it, title and in¬
terest in and to the aforesaid application for Letters Patent
and the invention described therein and my entire , right
title and interest in and to any Letters Patent of the United
States that may be granted therefor, and I hereby authorize
and request the Commissioner of Patents to issue such letters
patent to the said THOMAS A. EDISON, his heirs and assigtjs as
my assignee.

IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 2.8^ day of Te/tavuoujl894.

Marcft 6, 1894.

Thomas A. Edison Esq.,

West Orange, N. J.

Dear Mr. Edison: -

I went over to New York today and investigated the ac¬
counts of the United. Of course I only wanted general results for
the first investigation. They are plain enough. Besides the
$75,000. which the Company borrowed of its stockholders for working
capital, they have borrowed $2,500. from Moriarty, $7,500. from the
Seligmans and a further overdraft fron the Seligmans of $9,665.

As I recollect, they have about $1,700. in bank, and a nett inter¬
est of about $75000. par value in the English Company. As you
know, they owe the Works about $6,000. more, ; and Col. Gouraud
thinks they owe him a considerable sum on commission account.
Outside of that, they appear to have very little property, except
the patents. The nett result of this .seems ;to be that in the

three or four years they have spent $75,000. (received frcm patents
tHfC V9 ZOOtto.

and $75,000, more received from stockholders ,^and have nothing t$
show for it except their $75,000. of English stock. I think our
case against them is enormously strengthened if we are forced to a
fight. I tried to see Mr. Beaman, but he was engaged in Court, so
that I could not do so. In my judgment these gentlemen are some¬
what scared, and .have good reason to be. I (hope to obtain our
further adjournment tomorrow, and if so will get into negotiation

wit-h Beaman. If not, we have the good materials for a fight, and
a winning one.

Please consider me at your call at any moment, and be¬
lieve me.

Yours sincerely,

OCT 1 4

!

•' w

AGREEMENT made this 19th day of March 1894, by and
between the Edison Ore Milling Company, Limited, a corporation
organized tinder the Laws of the State of New York of the first
part, and the New Jersey & Pennsylvania 0 one ent rating Works,
a corporation organized tinder the laws of the State of New Jersey
of the second part:

WHEREAS, the parties hereto entered into a oertain Agreement
dated the 18th day of November 1889 whereby the party of the first
part licensed the party of tho second part to use within the
States of New Jersey & Pennsylvania the improvements and inven¬
tions for separating iron ores, owvered by certain patents, and
controlled by said party of the first, part, which patents are more
particularly mentioned in a former agreement to which reference 4s
hereby made, and for any future improvements or patents which
said party of the first part may own or control in the future; arid,

WHEREAS, in consideration of such allowance the party of the
seoond part agreed to pay oertain royalties to the party of the
first part, nanely 15 cents per ton railway weight on each and
every ton of ooncentrate separated by the seoond party, the amount
of such royalty fir the year ending December 1st. 1890 to be paid
by the seoond party being agreed upon at the oertain guaranteed
sum of at least , $2,000; and, an increased amount each year
thereafter, until 1894 when the amount should remain at $10,000
for each. year thereafter; AND,

WHEREAS, the party of the second part has been delsyed for
various reasons in "completing 'it's projosed wo*k, the said parties
entered into a Supplementary Agreement, dated the feist day of
December 1890 by which and in consideration of the p;arty of the
first part extending the time by which the party of the seoond
part could oonmenoe work, the party of the second part agreed to

inorease their royalty on eaoh and every ton of iron ore, railway
weight, separated by them, to twenty five (25o.) cents pe?r ton,
which price up to the present date has been paid.

WHEREAS, the party of the second part has been delayed
for various reasons in completing its proposed Works, and, owing
to a decline in the price of iron ore, the party of the second
part desires to obtain from the party of the first part a reduc¬
tion of the amount of royalty to be paid the party of the first
part to fifteen (15o.) cents par ton on eaoh and every ton of
concentrate which shall be separated as aforesaid, either by the
party of the second part or its sub-licensees; and the party of
the second part considers that as they have invested large sums
of money in their plant in New Jersey, that such plant should be
guarantee enough to party of the first part that they will contin¬
ue wo iking, and therefore wishes th&t all guaranteed minimum royal
ties now due and to become due, paid by them, strioken out of the
contraot .

NOW, THEREFORE, THIS Agreement , WITNESSETH :

THAT, in consideration of the premises, and in further
consideration of the sum of one dollar in hand paid by eaoh of the
parties hereto to the other, it is agreed as follows :
vs The said Supplementary Agreement of December 31st. 1890 is
hereby amended in the following respects, namely, that the amount
of royalty therein provided for be changed from twenty five (25c.)
cents per ton to fifteen (15o.) cents for concentrates separated;
and the agreement of Nov. 18th 1889 is hereby amended in the follow
ing respect,- that all minimum royalty now due or to become due
bo strioken out of the contraot. It being hereby understood and
agreed that in all other respects save and except as above provi¬
ded for, the said agreement of November 18th 1889, aund the

Supplementary Agreement of Deo. 31st. 1890 shall be thorough and
binding upon the parties hereto.

In witness whereof the parties hereto have caused their
corporate names and seals to be hereto affixed by their proper
officers, thereunto duly authorized.

Done at the City of New Yorik State of New York, on the
day and year first above named.

NSW JERSEY & PENNA. CONCENT 'G. WORKS .

[ENCLOSURE]

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fflllr) CL. CCotvz 6>-> iU nCX Cb on c(/ij -tiirf m an l£?urivin*t2)

tit, ttsJuCl VeJLbJ duj^Ayj *£ fa*’ y>&

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$ Opiv Lc a chuuuo A aAlil X

ouulj Cb Lo Avitcb d-i CwCC a-ttocdb Cecuju
oLoUcutA, txA 't&v baJzthal

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%U ScUdm Jicm. oyuj jb**u**,™ h fioy «<*•«£/ x*~ nduJ & fc“rt**k
'fvJi 2) emcit,- $A,ub" $ urdUL, a,Mh -/Uwu mertZeij LouCjd . /^/f/h _

* $ . Newark, N. J

. . ,-Bif *:.£■’.. 2 promisc

to pay to the <SCmjj(CmttOm[ Bailh, ot .be eitg of mywnrh, or order, at the Banking House

of said . .

’■7/7’ interact .it tins Tutu „f, . -J™. edffirmn annum-, for valde received, having deposited

(withpiid Bunk as caUateral security. . OLyfc^m*C?,. . ./?... . . £**2L<!?2

with mid Bank as collateral seen

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£ . /. JX..

Uhwh . ^ . hereby authorize said Bank or Us President or Cashier to sell without notice at the

Board of Brokers or at public or private sale at the option, of said Bank or its President or Cashier
in case of the non-payment of this promise, applying the net proceeds to the payment of this Hole,

including interest, and accounting toy^eS^ . /o,. 1hc mrplus if auy. In oase „f Deficiency

- . . Vromise to pay to said Bank the amount thereof forthwith after such sale with Legal

interest ; and it is hereby agreed and understood that if recourse is had to the collaterals, any
excess of collaterals upon this jYote shall be applicable to any other Hole /r~Llaim held by said.
Bank against. and in ease of any exchange of or addition to thl eJuf/^l//^22mcdti
the provisions of this Hate shall extend to such new or additional collaMl/JC2T/7(}p

To

The North American Phonograph Company.

Gentlemen:

I hereby demand payment of the sum of
Sixty-six hundred Dollars interest on the Bonds of your Company
which became due and payable on the first day of May last past.

The bearer, W. E, Gilmore, is hereby authorized to
receive payment of said interest for me.

Yours sincerely,

Thomas A. Edison.

Orange, June 18th. 1894.

[TELEPHONE MESSAGE, WILLIAM E. GILMORE TO TAE?]

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STATE OP NEW JERSEY. J

J

COUNTY OP BSSEX. )

BE , IT KNOWN, That on the Thirtieth day of
June 1894, before me, a Master in Chanoery, for the State of New
Jersey, personally, came W. B. GILMORE and JOHN P. RANDOLPH, being
duly sworn, deposes and state that they did on the 19th day of
June, 1894, call at the Office of the NORTH AMERICAN PHONOORAPH
COMPANY, No. 32 Park Place, NEW YORK, and presented a demand note,
dated April 1st, 1892, for *78,518.37 (with interest from July
1st, 1893, ) against payable 1*en days after. demand, against said
Company, and demand payment for same, and payment was then refused,
and they were .instructed by Ur. SCOTT TREMAINE,: the Treasurer, to
call on the due day of the note, June 29th, 1894, and they did
also call on, the 29th day of June, 1894, and again presented the
above note and demanded payment for same, and the Treasurer, Mr.
Scott T REMAIN, stated that, the Company could not pay same, as they
had .no . funds ;to meet the. note.

STATE OP NEW JERSEY )

} SS.

COUNTY OP ESSEX {

BE IT KNOWN, That on the Pwwtjj day of
July 1894, before me, a Notary Public, in and for the State of
New Jersey, personally, came W. E. GILMORE and JOHN P. RANDOLPH,
being duly sworn, deposes and state that they did on the 19th day
of June, 1894, call at the office of the NORTH AMERICAN PHONOGRAPH
COMPANY, No. 32 Park Place, NEW YORK, and presented a demand note,
dated April 1st, 1892, for $78,518.37 (with interest from July
1st, 1893), payable ten days after demand, against said Company,
and demand payment for same, and payment was then refused, and
they were instructed by Mr. SCOTT TREMAINE, the Treasurer, to call
on the due day of the note, June 29th, 1894, and they did also
call on the- 29th day of June, 1894, and again presented the above
note and demanded payment for same, and the Treasurer, Mr. Scott
Tremaine, stated that the Company could not pay same, as they had
no funds to meet the note. And they did also call on the 20th
day of July, 1894, and again demanded payment for said note and
Mr. Scott Tremaine, the Treasurer, stated that the Company could
not pay same, as they had no

Subscribed and .sworn .to.) _

before me, this Sit „ )

day . of : July, 1894. ' )

HARRY F. MILLER FILE

1895

Newark, N. J., February 15th, 1895.

The undersigned, Receiver of the North American Phonograph Company, an insolvent
corporation, hereby solicits bids for the property of the said corporation hereinafter described,
such bids to be in writing, addressed to the subscriber as Receiver of the said North American
Phonograph Company, and to be delivered to the said Receiver on or before the fifteenth day of
March, eighteen hundred and. ninety-five.

I.

/~ A large stock of miscellaneous phonograph and graphophone machines, tables, cabinets,
! parts and appliances, including obsolete and available material, inventoried by tl\e North American
Phonograph Company in the year eighteen hundred and ninety-four at upwards of Forty Thou¬
sand Dollars ($40,000). 1

V

All the right, title and interest of the North American Phonograph Company of, in and
to letters patent of the United States for phonographs, graphophones or appliances, or improve¬
ments of either or both, and in any and all licenses granted under any such letters patent to said
Company, or to any one else for it. t/w tUL.

iii.

All the right, title and interest of the North American Phonograph Company in the stock
of the various local Companies, whether now on deposit with the Central Trust Company, of
New York City, or still retained by the local Companies or held in trust for the said North
American Phonograph Company.

IV.

1 All the good will of the business of the North American Phonograph Company, the same
having been preserved by the Receiver by prompt and faithful attention to all legitimate demands

of the trade from the time of his appointment until now, the Company being, for business pur¬
poses at the present time, a going concern.

•V.

All the accounts, notes and bills receivable of the North American Phonograph Company,
including all claims against local Companies and all installment contracts and mortgages belong¬
ing to the said North American Phonograph Company.

VI.

All the right, title and interest of the North American Phonograph Company of, in and to
any phonographs or graphophones situated anywhere within the United States or Canada out on
trial, lease or conditional sale, or in any way belonging to or controlled by said Company.

The above property of the North American Phonograph Company is to be sold by the
Receiver subject to all claims and litigations affecting the property to be conveyed, and the
Receiver will not guarantee the property so sold against patent or other litigation. The right,
title or interest of the North American Phonograph Company is all that he undertakes to sell,
and all that he will expect to convey, and the purchaser buys at his own risk.

The property described under Paragraph I is located at the Edison Phonograph Works,
Orange, New Jersey, and can be inspected there by bona fide bidders on application to Mr. W.
E. Gilmore, Superintendent. Information about the matters referred to in the remaining para¬
graphs can be had at the office of the Receiver, Prudential Building, Newark, New Jersey.

The list of patents, book accounts, &c., is too long to be annexed to this notice, and while
the Receiver will do all in his power to aid bidders to an examination of the property offered
for sale, he cannot be expected, to furnish correspondents with detailed statements of patents,
book accounts, &c. Personal attention will be given to all reasonable requests made by
inquirers at his office.

Bids are solicited for all or any part of the property, the Receiver reserving the right
to reject any or all bids. The bids are also subject, if accepted, to confirmation by the Court
of Chancery of New Jersey if in the judgment of the Receiver such confirmation should be nec¬
essary or expedient.

Twenty per cent, of the purchase money must be paid on the acceptance of the bid, and
the balance on confirmation of the sale and delivery of proper written conveyance.

The property, if sold, will be delivered at the Edison Phonograph Works, Orange, New

Jersey.

JOHN R. HARDIN, Receiver

North American Phonograph Company , Prudential Building, Newark, N. J,

Surrogate’s Office,

STATE OF NEW JERSEY.

iww|4>

I, EDWARD W. JACKSON, Surrogate of the County of Essex, do
certify that on the ilC OU Ci day of J^AAAXj in the year of our

Lord one thousand eight hundred and ninety -T admitted

'CtUL (Q'ts/Oi^tZOLI -favtUU' CTf- CtlA. ;(s>crUAsLfv\ of

actou.c4~(tcL UtovctcLA Setc^j-oo _ _

as GUAllDIAJf of the person and property of

JitOCU. 0L^ J^T. . Sctc^ OVL '3u .

being 0-minor CEUf/\ _ the age of Fourteen years.

m

Witness mniy Hand and Seal off Office, tlds t)E CLQ'OL day

of , in the year of our Lord one

thousand eight hundred and ninety ^CO-

'Surrogate.

[ATTACHMENT]

HiU»©fftr«u.f

(Dtiis & fhrriunngvr,
iNfUi^Titrk.

April 19 th, 1895.

John F. Randolph Esq.

o/o Edisons Labratory.

Orange. N. J.

My application to the Orphans Court to sanction the
two loans of $4500.00 each has been granted and orders according¬
ly were entered on 16th inst. Certified copies thereof have been
filed wi th the American Surety Company. 1 saw the attorney for the
latter yesterday and have arranged to close the matter at his of¬
fice on Wednesday 24"ins t at 10.30 A. M.

The cash to be paid the guardian of each infant under
the decree of March 1, 1895 is $4589.35 to which is to be added
interest from January 1, 1895 to April 24, 1895. $87.19 making a
total of $467 6.54

The details for closing the transaction next Wednesday are
as follows. Bring four checks of Mr. Edison as follows:

One to order Thomas A. Edison as Gdn of T. A. E. Jr

The two checks for $100.00 are for the April interest which Mr.
Edison collected on the $20000.00 U. S. Government bonds.

Have Mr. Edison endorse the first two checks "For Deposit^
Thomas A. Edison Guardian of Thomas A. Edison Jr" and the other two
"For Deposit Thomas A. Edison Guardian of Willi ami. Edison".

I have arranged with the American Surety Company to have
the two guardians accounts opened with the Knick erbocker Trust Co.
You will find enclosed six blank checks on that Company three for
each guardian's account. Date these checks April 24, 1895 and
draw them as follows:

No. 1 Order of American Surety Company $75.00

" 2 Order of Otis & Pressinger 109.92

" 3 Order of Thomas A. Edison 4500.00 /

No. 1 is the first years premium on the guardians bond, No. 2 is
our bill for services and disbursements and No. 3 is for the loan.
Vouchers for No. 1 and 2 will be delivered to you when you come
over. The mortgage will be a voucher for No. 3

[ATTACHMENT]

‘Imlu (Qft'in-ii nf

®Hi> & fJmuumjuT.

/// '/ i/Yi/iS/ftt/; - /////✓/// /ftu/i/t/ti/.

NrmTWu.

I enclose the two mortgages. Please have them execu
anl bring them with you. Date the mortgages the day thev nr
kno v/ledged.

I enclose four cards on which Mr. Edison's signature i
be written for filing with the Knickerbocker Trust Company,
are to be sijjied ns Guar li an of Thomas A. Edison Jr. and two
Gun r di an o f Wil li am L. Edi son. The lower pa rt fbr" remarks'- .
will fill up when the deposit in made. The fonr checks whic
to be deposited in the Knickerbocker Trust Company must be g-
and endorsed by Mr. Edison personally and not by you as his i
ney.

I think you had better ring me up at noon tomorrow so th~
I may know that you have received enclosed papers and understaji
just what is to be done.

Mr. Edison said to me the other day that if his bank
balance should be below $9000.00 at the time this transaction ws
closed he would arrange for a tempo raiy overdraft.

I suppose under your power of attorney you can deposit
the two *4500 . 00 checks in the bank at Newark before the checks
deposited in the Knickerbocker Trust Company could be presented
payment, still it will be better to advise the Newark bank in a:
vance of the transaction.

Yours truly

THIS INDENTURE made the (icucuri^ hc^eL - day of April in
the year of our lord. One Thousand Eight Hundred and Ninety
Five between THOMAS A. EDISON and MINA M. EDISON his wife
of the Township of West Orange in the County of Essex and
State of New Jersey of the first part and THOMAS A. EDISON
as General Guardian of Thomas A. Edison Jr. of the Township
of West Orange in the County of Essex and State of New Jer¬
sey of the second part

WITNESSETH that the said parties of the first part
for and in consideration of Forty Five Hundred Dollars law¬
ful money of the United States of America to said Thomas A.
Edison in hand well and truly paid by the said party of the
second part at or before the sealing and delivery of these
presents the receipt whereof is hereby acknowledged and the
said parties o f the first part being therewi th fully sat¬
isfied contented and paid, have given, granted, bargained,
sold, aliened, enfeoffed, conveyed and confirmed, and by
these presents do give, grant, bargain, sell, alien, en¬
feoff, convey and confirm unto the said party of the second
part and to his heirs, successors and as signs__fo rever all
those two tracts or parcels of lands and premises hereinaf¬
ter particularly described situate lying and being in the
Township of Belleville in the County of Essex a fid State of
New Jersey, to wi t -

BEGINNING at the corner formed by the intorsec tion
of the Westerly line of Belmont Avenue wi Hi the middle line ,
of Honiss Street; thence running Westerly along the saddle
line of Honiss Street one hundred and twenty-one feet, more

fiee of tho Register of Essex County on the 21st day of
April 1891 in Book B 26 of Deeds on pages 329-331^ together
with all and singular the profits, privileges and advantages
with the appurtenances to the same belonging or in any wise
appertaining.

Also all tho estate right, title, interest, property
claim and demand whatsoever or the said parties of the
Jirst part of, in and to the same, and of, in and to every
part and parcel thereof. TO HAVE A HD To HOLD, all and s in-
guiar the above described tracts or lots of lands and prem¬
ises with tho appurtenances, unto the said party of tho
second part his heirs, successors and assigns to tho only
proper use, benefit and behoof of the said party of tho
second part, his heirs, successors and assigns forever.

PROVIDED ALWAYS, and i t is agreed by and between
the parties to these presents that if the said Thomas A.
Edison his heirs, executors and administrators do and shall
well and truly pay or cause to be paid to the said party
of the second part or to his certain attorney or attorneys,
heirs, executors, administrators, Successors or assigns
the sum of Forty Five Hundred Dollars in two years from the
date hereof with lawful interest for the same at the rat'e”"of"
six per cent per annum payable semi annually without any
deduction or defalcation for taxes, assessments or any other
imposition whatsoever; then and from thenceforth these
presents and everything herein contained shall cease and be
void. Anything herein contained to the contrary in anywise
notwithstanding.

And the said Thomas A. Edison for himself his heirs
executors and administrators doth covenant and grant to and

™eir neirs am assigns shali not nor will apply for or
claim any deduction by reason of this mortgage from the
taxable value of the said lands and premises, and that the
said party of the second part, his heirs, successors and
assigns shall and may from time to time and at all times
after default shall be made in the performance of the
proviso or condition herein coiyCt ained peaceably and
quietly enter into, have, hold, use, occupy, possess and
enjoy all and singulnr the above granted and bargained
premises and the appurtenances without the let, suit,
trouble, hindrance or denial of the said Thomas A. Edison
his heirs or assigns or any other person or persons whatso-

And it is also agreed by and between the parties to
these presents that the said parties of the first part shall
and will keep the buildings erected and to be erected upon
the lands above conveyed, insured against loss or damage by
fire in some safe and responsible insurance company or com¬
panies in a reasonable amount, and assign the policy and
certificate thereof to the said party of the second part
as collateral security for the payment of the principal and
interest aforesaid; and in default thereof it shall be law¬
ful for the said party of the second part to effect such
insurance, and the premium and premiums paid for effecting
the same shall be a lien on the said mortgaged premises
added to the amount of said obligation and secured by these
presents and payable on demand with legal interest.

STATE OP NEW JERSEY :

COUNTY OP ESSEX :

BE IT REMEMBERED that on this (FlucuJjj Sc^aU day of
April in the year of our lord One Thousand Eight Hundred
and Ninety Five before me a Conrmi ss ioner of Deeds in and
for the said State and County personally appeared said
Thomas A. Edison and Mina M. Edison his wife who, I am sat¬
isfied are the grantors mentioned in the within Indenture
to whom I first made known the contents thereof, and there¬
upon they each acknowledged that they signed, sealed and
delivered the same as their voluntary act and deed, for th.e
uses and purposes therein expressed; And the said Mina M.
Edison being by me privately examined, separate and apart
from her said husband, further acknowledged that she signed,
sealed and delivered the same as her voluntary act and deed,
freely without any fear, threats or compulsion of her said

jo-Ls ft

O-P f>0 SLSLtbls Jrt/f

<fUi^ 1

husband.

^ _ y" . X

PHONOGRAPH DICTATION.

'%& ay 10th, 1805.

Fire Co/raittee,

Township of West Orange, N. jr. ,

Dear sirs:-

In regard to the plaolng of your fire alarm apparatus,
whistle, oto., in ray Laboratory, I desire to say that wo carry on our
boilers in the neighborhood of sixty pounds of steam from about G a.M.
to about 1 A.M. , and from about 1 a.M. to about 6 A.M. the steam pres¬
sure drops down to about thirty pounds, with the exception of Sundays
and holidays. During the Summer months, on Sundays and holidays, the
fires are banked, and no stoara is carried. In order to keep up a
sufficient pressuro of steam, hot to exceed thirty pounds pressure, to
blow your whistle during this period, the expense would be twenty-five
($25.00) dollars, and I will undertake to carry this pressure, you to
reimburse me this amount for so doing. At all other times we carry a
Pressure of at least thirty pounds, which I understand is sufficient to
blow your whistle. In addition to this I reserve the right to shut
down ray boilers for the purpose of making repairs, examinations, clean¬
ing, etc., which is ofoourse necessary from tine to time. The entire
apparatus, neoessar t requisite to properly install and operate
this whistle, to be erected at your expense, upon plans to be approved

Y y

PHONOGRAPH DICTATION.

^Kamai^i,

May 18th, 1895

toy mo, and all responsibility as to the installation, or proper working
of this apparatus, is vented in yourselves, and 1 am to toe in no way
held llatojLe. I an willing that the mechanism to properly operate your
whistle shall toe looated on the third floor of my laboratory building
at^the rear end, at the point agreed upon between us, same to be enclos-
ed/(suoh a way that it cannot bo tampered with toy any of my people.

: I also reserve the right to order the removal of the entire appara¬
tus, on two week's notice, in writing, the expense of such removal to
toe born by you, and my premises to be placed in as good condition as
they were originally.

If the above meets with your approval, will you kindly signify your
acceptance in writing, when the work of placing the apparatus oan be
proceeded with at your pleasuro.

Your 3 very truly,

ms

[ATTACHMENT]

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Usl i C/\j xJefrfsM. /jftjr y yC G, /-a-ectf. <£/, ‘Ot—

IV IS AORICE'.'EHT made this 18th flay of July, 1895

s tween Cincinnati, New Orleans & Texas Pacific Ry.Ci
:r,iun organized and existing under and by virtue
»ws of the State of fflBiio party of the first

i THOMAS A. RM30N, of UowaUyn Farx, in the
Hew Jersey, party of the second part,
mwressm: -WJBRKAS, the party of the ae.cdnd

invented certain new and useful improvements in
iy, e&JJed the PhonopleK, .particularly act forth
•tbad in flu? foil owing betters Patent, of tho tlnit.ee
«d Hiipiicat ions therefor, to wit: betters Patent
>:), to Thomas A. Edison, Cor art improvement in
,y, dated December 89th, 1885; butters Patent. No ,
to Thomas A. Edison, for an improve;® nt in teleg-
itort December 29th, liibS; betters Patent, No. 370,
h am a a A. Edison, for an improvement in telegraphy,
te.-ihHr* 20th, 1::87; betters Patent Ho. 488,078, to
Edison; for an improvement in telegraphy,'- dated
25th, HV.IO; betters Patent. No. 428,073, to Thomas
• for an improvement in telegraphy, dated February
0; betters Patent Mo. 488,074, to Thoms A. Edison
provement in telegraphy, dated February 25th, 1890
at ant No. 4SS,»'itt9, to Thomas A. Edison, for an im-
xn telegraphy, dn ted. September 2nd, lE.9P;^bet tefs

V 437,4857 to Thomas A. Edison, for ah improve-
eiegraphy, dated September 30th, 1.890; betters

. 44o,779, to Thomas A. Edison for an improvement i:
aphy, dated March 24 th , ibS)l ; appl ioat ion for .an vi
nt xn telegraphy, filed July '19th, IbSd, and -hum--'.

tailing circuits oa

I over a single wire wholly Independent of each other, and
without interfering with, the original circuit, now used.

AND T.’HEREAS, the party of the first part is desir
ou* l,t: '‘"'h'ifing the right to use the said inventions on
the wires operated i,y it.

reed a r, POLuras:

Ti,{* P“rty (,r the second part, for and 'in con
side ration of the royalty to be paid by, and the agree-
mnta of the party. of the first part, as hereinafter at at.
hereby authorises and licenses the party of the first pari

I to use upon such telegraph lines as are owned or actually
tkporated by it within the United states the inventions re-
forred to in the proamble hereof and described in the Ut-
.,srs Patent and applications, the refer therein mentioned:

second: The right hereby licensed to the party of the

first part is personal to it and not assignable, and it
covenants and agrees that it will not Resign or 'attempt to
assign this instrument- or any of the rights granted to it,
or grant sub-1 lnwmestto.- nn'r other 'peraon" or^ oopjior a t ibn
without the consent in writing of the licensor, and upon
assignment, of such ritfits or grant, of suoh sub-licenses,
made or attempted t.o b« made, by the party of the first
part, or resulting by. operation of law, or upon any other

-a-

j| divesting of the title of right of the said party of the
» first part hereunder this license and all rights granted

jj

jj shall at the election of the licensor, bo thereupon for¬
feited, cancelled and annulled.

|| The license hereby granted is not an exclusive license, and
jj shall in no way interfere with the right of the party of the
f second part to license the use of the aforesaid invention to
jjcuch other persons and corporations within the United States
j|as he may deem proper.

jj THIRD; The party of the first part hereby covenants
jjund agrees to pay to the party of the second part for each
ij and every separate signalling phantom circi\it created by the
i: use of the said inventions of the party of the second part,

|j °r any of them, and actually used by it, the following ann-
tj uni royalties, that is to say, for each circuit over wires
jjupon which are employed simple Morse instruments, duplex
j instruments, or quadruplex instruments, not exceeding fifty
| miles in length, FIFTY DOLLARS, ONE DOLLAR per year . per mile
jfor each mile over fifty and up to and including the one
hundredth mile, FIFTY CENTS per year per mile for each and

every mile over and above one hundred miles.

Each and every point on the wire where the phonoplex
I repeater is employed for the purpose of relaying signals
from one phantom circuit into another shall be considered as

the terminal point of one circuit and the starting point of

|j another, the same ns if the former were grounded at such

point without connection with the next created, and royalties
shall be paid accordingly, as herein provided.

Royalties shall commence ort the starting for actual
business of each oircuit employing said inventions and

3: -

[ATTACHMENT]

Mr, R, Carroll, General Manager,

Cincinnati, New Orleans & Texas Pacifio Railway Co.,
Cincinnati, 0/

Dear sir :

Referring to the letter of your Superintendent,

W. J . Murphy to the Edison Phonoplex . , dated April 25th, 1895, .
would .aay that when you decide to equip your line from Somerset
Xy. to Chattanooga, Term., with the Edison Phonoplex, that the
total royalty charges on the circuit between the points named
above will be so arranged a3 not to exceed fifty (50) cents per
mile per year.

Please consider this as confidential.

Let this letter be attached to our Agreement dated July 13th,

KNOT/ ALB MEN BY THESE PRESENTS :

That I, Thomas A. Edison, of Orange, How Jersey, in
jj. consideration of the sum of Forty-two Thousand Dollars
i; (§42, OOO.OO) to mo paid by the General Electric Company, a
!i Now York corporation, the receipt whereof is hereby ack-
j; nowl°dged, and of the execution of a certain contract by
jj and between myself and the said General Electric Company,
j: of even date herewith, (which is hereby confirmed), do hore-
| by release and discharge the General Electric Company, the
ji Edison General Electric Company, the Edison Electric Light
|: Company, Tho Edison Machine T/orks, Borgmann & Company, all I
!: New York corporations, and The Edison Lamp Company, a New j
Jersey corporation, from all claims and demands that I
have or can have against said corporations, or any or either !
of them, because of any contracts mado with the said com- |

! panics, or any of them, prior to the date hereof or other- I
wise , or any obligations on the part of any of said com-
i| panies arisingout of said contracts or otherwise,
i And each of the corporations above named dobs hereby in
j; like manner release and discharge tho said Edison from all
j! claims and demands that it hus or can have against him
because of any contracts prior to tho date hereof, or
jj otherwise , or any obligations on the part of said Edison
j arising out of said contracts or otherwise.

! — IN - WITNESS WHEREOF,- -said several oorporutlons have.

j caused these presents to be duly executed, and the said
I Edison has hereunto sot his hand and seal this first day
j of October, 1895.

CriujcMt^ -

^LlCtJuicL

*ir

THIS AGREEMENT made this first day of October, 1096,
by and between the GENERAL ELECTRIC COMPANY , a New York
corporation, the EDISON GENERAL ELECTRIC COMPANY, a Hew York
corporation, and THOMAS A. EDISON, of Orange, New Jersey,
WITNESSETH:

FIRST: The said Edison General Electric Company and

tho said Edison each releases and discharges the other from
all claims and demands under any and all contracts hereto¬
fore in existence between them, and in particular from all
•claims and demands under the Laboratory contract, so called,
dated October first, 1090, whether such claims and demands
have already accrued or might hereafter accrue under or ber
cause of said contract, or of any contract except this con¬
tract. In consideration of said release, said Edison has
racoivod the sum of Forty-two Thousand Dollars ($40,000.00).

SECOND: The General Electrio Company agrees to pay ;

tho said Edison for tho year beginning October first, 1895,
a retainor of fifteen thousand dollars ($15,000.00), in con- j
sidoration of which rotainor tho said Edison agrees to dovote :
a reasonable portion of his time during said year to the
development of such filaments for an incandescent lamp as
shall onablo such a lamp to bo constructed, so that twenty
(20) such lamps of sixteen (16) candles each to the electri¬
cal horse power can he developed and maintained, the same
to have an average life of not less than six hundred (600)
hours, and a fall of candle power during tho 600 hours not
greater than characterizes the present 16 candle power Edison
lamps v/orking at the rate of 15 to tho elootrioal horse
power, no w made by or for the Oeneral Electric Company, and
to bo in all other respects as good as said present lamps,

when sot up and tested at the same time and under the same
conditions a3 said present lamps, by the usual testing
method. Ho also agrees to use all reasonable efforts to
develop a commercial lamp working twenty (20) to the elec¬
trical horse power, so far aa such efforts, over and above
the matter of filaments, may bo necossary so to do.

THIRD : It is understood and agreed that in case

the said Edison shall succood in producing such filaments
and such an incandescent lamp working twenty (20) lamps of
16 candles to tho electrical horse power, and having tho
other characteristics above provided, the Ooneral Eloctrio
Company shall have tho sole and exclusive right in tho
Unitod States and Canada to use said filaments made by said
Edison and to manufacture and soil lamps embodying tho same
so long as it elects so to do; and the said Edison agrees
that he will manufacture and. deliver to the General Electric
Company all the filaments required by it for such lamps, at
such times und in such quantities (consistent with his capa¬
city to produce tho same without jeopardizing his trade
secret) a3 tlioy may bo required, for tho price of two und
one-half (2 l/z) cents for each and evory filament pur¬
chased from said Edison and embodied in a lamp manufactured
by the General Electric Company, (filaments unavoidably
broken in the manufacture of lamps not to be paid for),
which sum the General Eleetrio Company agrees to pay, the
said 3um to be full compensation to the said Edison for the
production of such filaments and such a lamp, and for any
inventions or improvements of hi3 involved in tho manufacture
of tho same . The said Edison shall sell no filaments or
lamps whatever to any one other than the General Eloctrio

Company without its oonoent in writing, oxoopt filamonto in
foreign oountrios, as provided in the next succeeding
clause (Fourth) hereof.

FOURTH: It is agreed that the said Edison may sell

filaments of his manufacture to manufacturers of inoandos-
oent lamps in foreign countries outside of the United States
and Canada, provided all purchasers of such filaments in
said foreign countries enter into a contraot with the said
Edison to the effect that no lamps embodying filaments
manufactured by him shall, under any oircumotanoes, bo sold
in tho United States or Canada, and said Edison agrees that
if any lamps made in such foreign countries and embodying
in them filaments purchased from him, shall knowingly be
sold or offered for sale in the United States or Canada, he
will forthwith absolutely ooase selling filaments to the
manufacturer of suoh lamps.

It is further understood and agreed that the General
Electric Company may sell lamps of its manufacture embody¬
ing filaments obtained from said Edison, in any and all
foreign countries, and that it shall pay him for the fila¬
ments embodied in lamps so sold by it in foreign countries
outside of the United States and Canada, tho lowest price
which he receives for filaments from manufacturers in suoh
foreign countries instead of tho sum of two and one-half
cents a filament as heroinbofore provided, but in no event
shall tho General Eleotrio Company have to pay a greater
price than said two and ono-half cents per filament for tho
same .

It is further understood and agreed that there shall
be no limit as to the price at wjiioh the Oenoral Electric

-3-

Company may soli incandosoont lamps in suoh foreign coun¬
tries.

FIFTH: It is further understood and agreed that

the General Electric Compaiy shall sell no lamp (except as
provided for in clause Fourth) havinc in it a filament pur¬
chased from the said Edison heroundor, at a less price than
twonty-five (35) cents a lamp, unless with the written con¬
sent of tho said Edison.

SIXTH: As the manufacture of a lamp in accordance
with the ideas of the said Edison, havinc tho capacity of
working twenty (20} lamps to the electrical horse power,
depends upon the character and construction of the filaments
for such a lamp, and tho said Edison intends to keep the manu¬
facture of the filaments adapted for such a lamp, and the
character and construction thereof, as a trade secret, ho
agrees that as soon as ho begins selling ouch filaments to
tho General Electric Company, ho will write out full specifi¬
cations for tho manufacture of such filaments, describing
fully the character and construction thereof, and containing j
all Information necessary to enable on ordinary man skilled
in the art of making filaments for incandosoont lamps as the j
same are now made, to produce tho now filament requisite for j

■ said Edison lamp working twonty (20) to the electrical horso
; power and having the other qualities and characteristics

■ above enumerated, and that he will seal tho Bame and place

| the papers and specifications in trust with tho Farmers Loan
& Trust Company of New York, with instructions to said
i Trust Company that the somo shall bo delivered forthwith to
any person designated by vote of the Doard of Directors of
tho General Electric Company, or its successors or assigns,
in the event of tho death of said Edison, or his legal.

physical or mental incapacity to carry on the manufacture
of said filaments, of which incapacity said Trust Company
shall bo solo judge ; provided however, that said paper shall
not bo delivered to such porson designated by the General
Electric Company in case before his death or incapacity,
the said Edison has made some provision, which shall have j
been assented to by the Oenoral Electric Company in writing,
for carrying on the manufacture of such filaments as a trade
secret, and for continuing the exclusive rights of said
General Electric Company to the same as by this contract
provided. Any question that may arise as to the right of
the General Electric Company to rocoive and read 3aid sealed
specifications and descriptions, shall bo absolutely and
finally settled by said Trust Company, which in so doing
shall, to the best of its ability, endeavor to see that
the spirit as wdl 1 as tho letter of this contract is ros-
pected and enrriod out.

SEVENTH: Said Edison agroos that he will at no
time and under no circumstances disclose to any porson or
corporation other than the General Electric Company any
information as to the construction or manufacture of fila¬
ments or give any hint or suggestion as to how lamps adapt- !
od to work more to the {jorse power than the present stand¬
ard Edison ldmp, or filaments therefor, can be made (except j
with the consent in writing of the Oeneral Electric Com¬
pany) except in the event of tho General Electric Company's
making and soiling in tho market lamps twenty to tho elec¬
trical horse power without the use of the filaments and
improvomonts made by said Edison. In case the 3aid Edison
desires to patent any invention made by him and involved in

-5-

lampa adapted to work twenty to the electrical horse power,
he shall not do so except with the consent of the General
Electric Company in writing, and the exclusive and other
rights of the General Electric Company to such lamps and
filaments as heroin sot forth shall be, under any and ail
patents granted for the same or for thoir manufacture, in
all respects the same a3 under this contract which assumes
that no patents are to bo tokeb but that tho manufacture is
to be kept as a trade secret.

EIGHTH : It is distinctly understood and agreed

that nothing herein shall prevent tho General Electric
Company from manufacturing and soiling at any price it
pleases any other lamps that it may deviso or secure,
whether working 80 to tho olectricul horse power or not, or
from using any filaments of any kind made by it or by
others than said Edison, as and to the extent it may desire;!
its sole obligation as to lamps and filaments under this
contract being to pttrehase from the said Edison as many j
filaments for lamps of tho character above described as it |
shall desire, at t wo and one-half cents each, and to charge i
not less than twenty-five cchts each for all lamps sold by
it in the United States and Canada, containing filaments
purchased from said Edison, unless said Edison in writing
consents to a loss selling price. The General Electric
Company shall use all reasonable efforts to make the lamps
containing filaments purchased from 3aid Edison, of as good
quality as other lamps made by it and as those made by said
Edison at his Laboratory, (which ho is to maker only for
purposes of test and comparison and to 3Gll only to the
General Electric Company) in so far as the same can bo done
without unreasonable effort and expense, and shall when the
same are perfected and ready for the market, advertise said

-6-

lamps and give customers full opportunity to buy the same ,
if they v/ish so to do .

NINTH: ’i’he obligation to pay the above named sum

as a rotalner to the said Edison shall be for one year,
with an absolute right on the part of the General Electric
Company to renew the same for one year thereafter; but the
obligations of this eentract as to the purchase of fila¬
ments, and the exclusive sale to the Goneral Electric Com¬
pany by the said Edison of filaments, shall continue until
notice in writing from the General Electric Company that it
desires the same to cease.

TENTH: Said Edison agrees that so long as he re¬
ceives said retainer or so long a3 the General Electric
Company buys from him filaments for lamps running twenty to ;
the electrical horse power, ho will not in any way aid or
abet any other manufacturer in making or designing lamps or
filaments or disclose to any one any information that will
assist in so doing, except in the event of the General
Electric Company's making and selling in the market lamps
twenty to the oleotrioal horse power without the use of the!
fi laments and improvements made by said Edison,

ELEVENTH; Should said Oenoral Electric Company
desiro said Edison to work out some problem in oonnection
with its business (other than the filament problem referred
to above), and request him so to do in writing, he agrees
that ho will endeavor so to do at any time while his retain¬
er oontinuos, so long as said Oenoral Electric Company pays
the actual cost of labor and material for suoh experiments.

TWELFTH: Should said Edison, during the oontinu-

-7-

anoe of the said retainer, desire to work on any problem
eonnoctcid with electric lighting other than lamps ae above
referred to, he is to state the nature of the experiments hoi
desires to make to the President of the General Electric
Company, and the Company is to have the option to order in
•writing the making of the experiments, and to pay the ex¬
penses thereof so long as it is satisfied with the progress!
made, which payments are to be weekly, but it may at, any
time, upon ninety Uay3* notice, discontinue Buch payments;
in which ovent, should said Edison proceed with the experi¬
ments with monoy furnished by himself or others, he is to
reimburse the General Electric Company for advanoee already •'
made, from the first money received from the invention when
developed; but said Company shall not be hold to pay the
costs of any experiments as above described unless the same
shall have been made ou the written order of its President, j

THIRTEENTH : Any inventlono or discoveries made by

said Edison, the experimental expenses of which shall be
paid by the General Electric Company under the Eleventh and !
Twelfth clauses hereof, together with any and all patents j
thereon, shall belong to said General Electric Company,
provided it pays said Edison thorofor such price as shall be]
agreed upon with him; but, at any event, said General Eleo-
trio Company shall have not lees than six months after the
completion and disclosure to it of any such inventions, in
which to tost the same and negotiate with said Edison there¬
for; and thereafter said Edison shall not sell the same
to others or allow them to use the same without giving the
General Eleotric Company the right to purchase or acquire a
license for the same on the same terms that others effer in
good faith.

FOURTEENTH : Said Edison further agrees that in

case he makes any inventions of any kind in or relating to
electric lighting or oloctric power transmission or appara¬
tus therefor, during the time of his retainer by the said
General Electric Company, the oenoral Electric Company shall
have the option to acquire such inventions at such tornm
as may bo agreed upon, but at least, as low as the price
which shall be in good faith offered the said Edison for the
same by any other party,

IK WITNESS WHEREOF, the said General Electric Com¬
pany and the said Edison General Electric Company have
caused these presents to bo duly executed, and the said
Edison has hereunto sot his hand and seal, the day and year
first above mentioned.

Attest: GENERAL ELECTRIC COMPANY,

New York, October 18th. 1895.

Thomas A. Edison Esq.,

Orange, New Jersey.

Dear Sir;-

Your communication of October 8th. has received most
careful consideration by several of the Directors, individually,
and at the meeting of the Board held yesterday, the 17th, inst.

At this meeting the minutes of the Company, bearing upon
the subject, iflrere discussed, together with the agreement and re¬
lease, dated April 23rd. 1885, between yourself, the Light Company,
the Illuminating Company and others.

The Directors heartily appreciate the incessant labor and
close attention given by- yourself to the first installation of the
Company's system, with the result that an industry of your creation
was carried forward to successful operation, but in view of the
agreement above noted, and the statements in the minutes, they are
unable to feel that, in justice to the present stockholders, this
additional paymenticf more than ten years ago, could now be allowed.

I might add that this decision was not based on the fur¬
ther fact, which might fairly be brought in, that the success or
failure of the Illuminating Company at that time would haver had a
most important bearing on the career of the Light Company from
which, in the event of its prosperity, you were to receive the con¬
siderable additional sum of |lOO,OOO.oo

The Directors note with much interest, that you are

Thomas A. Edison Esq. 2. Oct. 18th, 1895.

about to bring to a satisfactory culmination another great pioneer¬
ing enterprise, and they hope that, in so doing, you will soon be
free to give attention to the solution of the many problems more
nearly connected with the Illuminating Companies--especially the
development of the high efficiency incandescent lamp, for which
those connected with electric lighting interests have been anxious¬
ly waiting several years the further application of your invent¬
ive genius.

Again assuring you of the esteem and appreciation of the
Directors and their sincere regret that they are unable in this
instance, to accede to your request; feelings which I share to the
utmost, owing to my long connection with the Company and personal
knowledge of your relations with it, I have the honor to remain.

Very truly yours.

.. Chicago Edison Company,

/ Chicago, Nov, 23rd, 1895,

Samuel Insull, Esq*,

President, Chicago Edison Co,,

Dear Sir ::

In reply to your request I send you some figures
showing by comparison the benefit which would accrue to this
Company by the use of an incandescent lamp of such economy that
one electrical horsepower would furnish energy for 20 lamps
assuming that such lamps would cost the Company $.25 each net
and would show a life one-half as long as the life of the 16 c. p.
3,1 watt 114 volt lamps now in use show, also figuring on the
basis that the present lamps run 15 to the electrical horsepower
and cost $,14 each net : .

During the fiscal year ending March 31st, 1895, the total
of net collected bills for incandescent light on all of our
systems jms' $528882*33:.' ..." During the same time our

records of installed lamps showed 45068 lamps and of renewed
lamps 56823, the actual cost of these, as per our books, being
$24212.61, but which at the uniform rate of $.14 per lamp would
amount to but $14264.74, the cost of lamps having been reduced.

The total connected load of incandescent lamps on all systems
at the end of the fiscal year, March 1st, 1894, shows 125000
16 c. p. lamps, and at the close of the following year 155000--
16, c. p. lamps, or a gain of 30,000. However,' in making this
comparison I have assumed that the station output of current will
remain the same so that upon this basis an increase of 33/ in the
efficiency of the lamps would in the same ratio mean that we would
have a. connected incand esc ent light load of 208000-16 c..p. lamps.
With this load the proportional number of installed lamps would
be 79500 and of renewed lamps, assuming both the increase on
account of larger load load and on account of shorter life of
the lamp,, would be 151,528 lamps. The comparison would therefore
stand in this way :

In the instance of the year taken with an income of
$528882.33: less a cost of installed and renewed lamps, $14264.74,
would. leave a total of $514617.59, while with the proposed lamp,
assuming the same station output and the same rate per lamp hour
for current, the net amount of incandescent bills collected would
be. $705176,44, less the cost of lamps amounting to $57757.00
would leave a net figure of $647419,44,. the difference in favor
of the use of the new lamp being $132801.25
\ 1 Of course, this comparison when applied to actual prac¬
tice would be found more or less faulty, as we are merely assuming
that the increased load on our plants would result in no better
economy per kilowatt hour than we are now obtaining. We are
also assuming that we can get sufficient new business to keep our
output the same and so run no risk of the cost per kilowatt hour

CHICAGO,

is^aSlng °? f000^ of a smaller load, also our renewal account
ligures are taken from a year during the whole of which we did not
™ of jawing all lamps returned, and which for that

reason may he low. At the same time it is sufficiently accurate
to show what a great advantage to the electrical illuminating
business the advent of such a lamp would be, ^

Chicago Edison Company.

Chicago,.

department correspondence.

Mr. Insull,-

Referring to the enclosed inquiry from Mr. Edison,
Would say that I figure that if we had had tho lamps such as he des¬
cribes (20 lanps to the h.p.) during the last fiscal year, from
April, '94 to April, '95, and if the cost of these lamps .and their
life were the same as our present lamps, wo would have saved approx¬
imately $20,000 in operating, while the earnings would of course
have remained the same. If these lanps had cost us twice

as much as our present lamps, our lamp renewals, and installation
acct .: #47 would 'have been increased by . $24,20,0, which would have
wiped out tho $20,000 saving in operating and left us about $4,000
behind our actual figures. If in addition to the cost of

the lamps being twice as much they also had. but 1/2 of the life of
our present lanps, the lanp renewal acct. would have amounted to
$77,500, or we would have made a loss over our actual figures of
about $33,000.

In regard to the 2nd case which he suggests, namely;

"What would be the extra net profit from October to October of the
coming year if all increases wore* 20, per h.p. lamps — all other
lamps being also charged — and the increase such as to take the’ same
current as, now. " The gross earnings would- of course be increased
in proportion to the additional number of lanps installed, or
$205,000. The operating expenses, as the K.W. output would be.
the same, would not be charged except, so far, as accounts #46, ■■
customers' repairs, #47, lamp- renewals & installation, and meter
expense. An increase in account 46 proportionate to the in¬
crease in incandescait business would amount to $2,700, arid the
increase in acct. 47, would be $5,070, while the increase in the ■
meter dept, in proportion to the- increase in incandescent business/
would be $3,500: total, $11 ,270.— leaving a net increase -of earn¬
ings of $193,000. If these lanps had cost twice as much as our
present lanps,. this net increase would be reduced to $169,000; and
if they also had but l/2 the life of the present lamps, the net
increase would be $138,500. These figures are taken from the

expenses and earnings from Oct., '94 to and including Sept., '95.

In order to accomplish these results, it is necessary to assune
that our arc and power bus iness remain the . same and that wb' add
60,000 incandescent lamps — assuming that .the present ratio i?
maintained between income and lamps connected.

Yours truly, . :

—

enc .

\Chicago Edison Company.

Chicago - Dec^ -llth, -1895. -i

Samuel Insull, fisq..

Dear s^a?ld0nt» ®hlcag° Edison Company,

.. _ „ your request I submit the following ooinion nf

T'nm^a+Ua+Sf iha USe of an inoande scent lamp 37-l/2^at?s or 20
lamps to the horsepower, having a life of 300 hours, the cost of

Stt Snt0orSlR°i 0 H5> the use 2f the JreseS 60
watt lamp, or 15 lamps to the h. p«, at a cost to us of $.14 each

at the Har&c!ou1|fd0r+in?-thif/?!J0S|lon 1 teke as tha cost of fUel
a” m0 Garrison St, station 3/10 of a cent ner kilowatt iv«n. . „+

the Second and Fourth Distriot,vstations thePoost of ftiel to be

per kilowatt average for the year. I also assume the
lamp life of the present 50 watt lamps to be 600 hours*
on TK «+ JkL in1caiJd0 sc ant ^tput as shov/n by customers meters
66 Efm?6 ?«’ 1 fr°? DeCv 1894 toNovember 1895, inclusive, was
°* P* l^P hours. The total output of this
lamp ^hours S Sh°'Vn ^ Custom0rs mat9rs was 119,003,680—16 c. p.

. fhe total incandescent output of District No. 2 for the
same period was 11,671,563—16 c. p. lamp hours. The total low
tension output on Second District' the same ps riod was 16,345,260
xo c • p. lamp hours •

miB+mriOY,D Th.e “candescent output of District No. 4 as shown by
customers meters for the same period was 6,883,095—16 o. p. lamp
hours. The total output for the same period was 8,714,600— P
16 c. p, lamp hours*

t P0 following is the cost of coal and lamps for the
te+sl+£ districts for. incandescent outputon the basis
or j.0 iamps'to the horsepower :

DISTRICT NO. 1 :

h'°st of coal equals 66,045,017 x .00015 $9906*75

laSp?'0quala 110»075 x .14 15410.50

Districts Nos, 2 & 4 :

~ ^osvof coal equals 18*554,658 x .00075 13915.99

Cost of lamps equils 30924 x .14 4329.36

Total cost of coal & lamps 15 lamps to $43562.60
the h. p. for incandescent light*?

.ing low tension system.

. , ,^h0, following is the cost of coal and lamps for the three
low_ tens ion districts for incandescent output on the basis of
20 lamps to the horsepower :

Chicago Edison Company.

Department Correspondence.

(2)

DISTRICT NO. ] ;

* CoiToTcS'al equals 66,045,017 x .00011

MfflSjgrirr18 e6'M5-°17 - ■°«>®

~ 0ost of coal 18,554,658 x *00056

Cost of lamps equals 18,554,658 x .00083
iotal cost of coal and lamps for incandes-

?.nnT'B^fh+lnfK1°u ' 481181 °n system' '
cxj lamps to the horsepower

$7264.95

54817.36

10380.61

15400.46

$87863.38

I have considered that the value of the investment •?«
lamp and that the interest on such increased valuation of the

«■ Stf US* 1 £S SOSO* **

District #L $1,877,000*00

District #2, 482,000.00

District#! 304,000,00

Total ■ $2;663,000*00

mnm ^ Js absolutely impossible to determine the exact maxi-

tTthfl tnt^T 1° ^andescentlighting, and the maximum load due ■
h^^henJ01181011 ^usl^0ss» including arc lights and motors,
f+?S* assumed that the investment for incandescent
tension nn+d,+ +i^ +h f s*1?6 ratio to the investment for total low
f™,lon output that the incandescent output hears to the total

Odtndt11^ therafnns inca?£e outP^t is 60/ of the total

S ' ,4h^fo£0» 1 assume that the investment for incandescent
lighting is 60/ of the investment for the entire low tension outnut
i. e., 60/ of $2,663,000.00 which equals $1,597,800.00 The P ’
faving in lnirestment, therefore, by the use of 37-1/2 watt lamns
would he 25/ of $1,597,800.00, or practically $400,000.00 Our
dividend charges on' $400,000.00 at 8/ would be $32000,00

, iv. rh? Allowing, therefore, would he the tabulation of the

cost on the basis of 15 and 20 lamps to the horsepower :

Chicago Edison Company.

Less ere dit^due *to^S ^87863*00 Cost of coal & lamps $43562.60
saving in investment
or increase in capae-’

•tty* • $32000 ;oo

Total cost • $56863.38 •

The difference therefore in favor of the 15 lamps to
the horsepower would be $12300.78 From this it will be seen
tttt ™e 5asis of our present cost of coal and lamps with a

life of 600 hours it is better for us to use the 50 watt lamp
ho use the 37-1/2 watt lamp at a price of $.25 and a life
ol 300 hours. Any reduction in the cost per kilowatt hour would
tGnd in favor of t»h0 50 watt lamp, other things being equal,
whereas any reduction in the price of the 37-1/2 watt lamp, or
increase in its life, would tend in favor of the 37-1/2 watt lamp.
If you assume, however, that the life of our lamps under our
present method is .less than 600 hours that will tend further
toward the advantage of the 37-1/2 watt lamp, and the probability
is that we should consider the life of our lamps at present
to be much less than 600 hours. If we assumed the life of our
present lamps to be only 300 hours and the new 37-1/2 watt lamp
could be burned for 300 hours without any greater depreciation
m canal epower thpn our present lamps burning 300 hours, then it
would be to our interest to use the 37-1/2 watt lamp, but if the
depreciation in candlepower in the 37-l/2 watt lamp is the same in
proportion during its guaranteed life as obtains in the 50 watt
lamp during its guaranteed life then the basis of my comparison
as outlined, above would be the correct onet o use in considering;
the ouest ion u ^

Electrical Engineer.

HARRY F. MILLER FILE

1896

Thomas A. Edison,

IU.IWU.IUU.

i

fcated - March 2nd,:

HEI'ORANDUl! OF1 AGREEMENT made and entered into this 2nd !
day of March, 1896, by and between Thomas A. Edison of Orange,!
Me.v Jersey, party of the first part, and Franck Z. Maguire and |
Joseph D. Baucus , constituting the firm of Maguire * Baucus, j
: parties of the second part :

WHEREAS, the said party of the first part is working to
produce twenty (20) incandescent lamps of sixteen (16) candles;
to the electric horse-power, under a certain contract, with the’
General Electric Company, dated. October lslt, .1095, which said |
contract is hereby referred to and made a part hereof as j

though setforth in full, and

WHEREAS, he has reserved to himself the rights for the
sale of filamantB for said lamps in all of the countries of
the world, except the United States and Canada, in accordance
with the terms of said contract with the General Electric
. Company, and

WHEREAS, the said parties of the second part are desirous i
of acquiring the sole right to said filaments in every part
of the world except the United States and Canada,

HOW, THEREFORE, the parties hereto for themselves and
for their and each of their heirs, executors, administrators
and assigns, in consideration of One (1) Dollar, to each by ■
the other in hand paid, receipt whereof is hereby acknowledg¬
ed, and other valuable considerations, agree as follows:

The said party of the. first part hereby grants the sole
right to. sell said filaments, whan so produced, to th9 said
parties of the second part, in all of the countries, of the !
world,, except the United States and , Canada,. subje,ct^ to said
contract with the. General Ele.ctr.ic Company,, heretofore .refer¬
red to, and hereby constitutes and appoints the said^ parties
of the second part the .sole selling agents for the? said fil¬
ament in said territories, provided, however, that said fil¬
aments shall be sold at a price not to. exceed two and seventy-
five one hundredth cents (.0276) each, delivered F.O.B. Orange
New Jersey, and the. said parties of the second part shall, re-

ceive a commission of one-half (l/s) cent per filament for
the sale of same during the life of this contract, and that
this contract shall extend for a period of ten (10) years i
from the date of the completion by said Thomas A. Edison of a
filament which shall enable the operating of t.venty (20) :

incandescent lamps of sixteen (16) candles per horse-power.
Provided further, that in case the said parties of the second j
part fail to sell at least one-third (1/3) as many filaments
as are sold by the said General Electric Company during any
year, this contract may be terminated by the said party of the
first part on thirty (30) days written notice of his intention
so to do. Provided further, that no termination of said con- '
tract shall be made which shall prevent the said parties of
the second part from carrying out any contract for sale of
filaments entered into with the knowledge and written approval
of the party of the first part, and that said parties of the
second part shall be entitled to a commission of one-hulf
(l/s) cent per filament upon all filaments sold under such
contract or contracts, if any; and it is further agreed that 1
said contract may be assigned by the said parties of the
second part to a corporation organized under the laws of the
State of New York known as Maguire & Baucus, limited, but no !
other assignment shall be made without the written consent of
said party of the first part or his legal representative.

IN WITNESS whereof the parties hereto have caused this
agreement to be executed the day and year first above written!,

I UNITED STATES CIRCUIT COURT,
j DISTRICT OP NEW JERSEY.

- - x

AMERICAN ORAPHOPHOHE COMPANY )

)

vs. ) INEQUITY.

EDISON PHONOORAPH WORKS. )

)

)

I TESTIMONY TAKEN POR PINAL HEARING ON B3HALP OP

THE DEPENDANT, PURSUANT TO THE 67TH RULE IN EQUITY, AS AMEND¬
ED, DEPORE EUGENE CONRAN, A NOTARY PUBLIC POR THE COUNTY AND
STATE OP NEW YORK, AND SPECIAL EXAMINER BY CONSENT.

Hew York, March 3, 1896.

Mot pursuant to notice .

Present: R. N. Dyer, Esq., for defendant; no
appearance for complainant.

At the request of complainant's counsel
communicated by mail, an adjournment is taken to
March 12, 1896.

March 12, 1896.

Met pursuant to adjournment.

E8q'’ f°r oomPlainaut; R.N.

Dyer^, for Defendant.

CHARLES BATCHELOR, a witness produced on
behalf of the defendant, being duly sworn, deposes
| and says, in answer to questions by defendant's coun¬

sel, as follows:

Q1 . What is your name, age, residence and occupation?

A. Charles Batohelor; age 50; 33 West 25th Street, New
York; president of the Edison Ore Milling Company.

-2-

Jj Q2> nurln5 what years were you engaged with Mr. Edison
on his experimental work?

A. Prom the fall of 1870 until the early part of 1390.

I Q3. During the time from 1877 down to 1890, what inter¬
ruptions were there to that employment?

I A. ix Prom 1881 to 1884, about three years and a half,

I was in Europe introducing his light. Prom 1884 to 1886,
about two years, I was managing our machine shop for the
electric light. These occupations were commercially introduc¬
ing what we had been experimenting on.

Q4. Bid you assist him in his experimental work on the
phonograph?

A. I did. I made the first experiment on the phonograph
with Mr. Edison that I think he ever made.

Q0. Without attempting to fix the precise date of that
first experiment, what period did your work with Mr. Edison
on the phonograph cover?

A. Prom the fall of 1877 to 1890.

Q6. Without now stating the thihgs that you did during
... on the phonograph

-nat time, kindly state the general course of the experimentsA

and your connection with them, distinguishing between active
and inactive periods.

A. The experiments on the phonograph commenced some¬
where in the fall of 1877, and went on continuously till the
end of 1878, I having active charge of all the experiments
that were made during that time. They were continued by Mr.
Edison, to my knowledge, up to 1881, when I left for Europe.
When X oame back from Europe in 1884, he wbb Btill working on
the phonograph; for about two years I worked with him on the
phonograph after that, a;id I built his phonograph factory and
fitted it out with all the tools and appliances necessary
for making a hundred phonographs a week, and we did manufac¬
ture a large number of phonographs previous to 1889.

-3-

Q7. Did the invention ana introduction of the slectric
light have any effect upon the activity of work upon the
| phonograph?

V. It did. Prom about August, 1878, almost the whole
I force of the laboratory were occupied on electric light ex¬
periments, right up to 1881, when I went away.

18. What was the first experiment on the phonograph, if
you can recall it?

A. The first experiment, as I remember it, was made in
this way: Mr. Edison had a telephone diaphragm mounted in a
mouth-piece of rubber in his hand, and he was sounding notes
ih front of it and feeling the vibration of the center of
the diaphragm with his finger. After amusing himself with
this for some time, he turned round to me and he said : "Batch,
if we had a point on this, we could make a record on some
material which we could afterwards pull under the point, and
it would give us the speech back." I said, "Well, we can try
it in a very few minutes", and I had a point put on the
diaphragm in the center. This I had mounted on a grooved
piece of wood that had been used for an old automatic tele¬
graph. With this machine, we got some of the old automatic
telegraph paper, coated it over with wax, and I pulled it
through the groove, while Mr. Edison talked to it. On pull¬
ing the paper through a second time, we both of us recognized
that we had recorded the speech. We made quite a number of
modifications of this the same night, and Mr. Edison immediate¬
ly designed a machine which should be better adapted for giving

us better talking. I make a^ketch! which wiS^iliustrat^^
A

generally what I mean, but the machine itself was of irregu¬
lar shape .

Q9 . Kindly letter the sketch and briefly describe it.

A. A is an ordinary telephone mouth-piece as we were us¬
ing. B is an ordinary telephone diaphragm. C is a knife-
shaped point «tax*ha*x fastened to that diaphragm. D i3 a block

°f W°0d’ With a sroova itt 14 a»>out a half an inch wide, suit¬
able for running paper through, as used on the old auto¬
matic telegraph. E is the strip of paper covered with wax
that we used. The diaphragm holder was screwed down to the
Iwood , but the screw at one side could be raised or lowered a
little in order to bring the knife down for adjustment. That
|is as near as I can remember from this distance away.

Q10. What was the shape of the bottom of the groove in
the block 1), and explain a little more specifically to what
extent you adjusted the mouth-piece, and why that adjustment
aceesary?

. The shape of the channel at the bottom was perfectly
flat. The adjustment, I think, was about a sixteenth of an
inch, or thereabouts, and this was madH obviously necessary
as we could not tell exactly how thick our wax would be coated
Jon the paper.

Qll. What adjustment did you make of the point with re-
jspect to the wax in performing the operation of making the
record, and in reproducing therefrom?

. The operation was: we put in the waxed paper, then
adjusted the diaphragm so that the knife cut slightly i„to the
wax, and then pulled it through, talking at the same time.
Sometimes we adjusted the knife till it only just touched the
" We adjusted this knife very many times in the first
experiment; tried it in many different ways. I remember,

Jwhen the wax was very thick, orwhen we had other devioes,
that I have lifted up the diaphragm as much as a thirty-second
|of an inch by putting washers under the screw-head, thus mak¬
ing an adjustment for a much thicker substance.

-5-

Q12. In drawing the waxed atrip under the point to make
the record , what waa the effect of the point on the atrip?

A. It cut out little indentation in the wax.

Q13. Did it remove the wax i„ the form of chips, or sim-
'ply displace it laterally?

Objected to as leading.

A. Whenever we were using wax, after the atrip was once
put through, we always had to blow away the chips before trying
[to reproduce x± what was on it.

Q14. The groove in the block D simply served aa a guide
for the paper atrip?

A. That's all.

Q15. Was there any space on the flat bottom of that groove
opposite the recording knife which would permit the strip to
be indented bodily into the space without cutting away the wax?

A. No, sir; the bottom of the channel was perfe ctly
[smooth and flat.

Q16. How elaborate were the experiments conducted with
this piece of apparatus, the principle of which you have illus¬
trated by your sketch?

A. We crowded in a great many experiments on that machine
before morning, and it was used almost continuously, or some
of the parts on other devices, until a cylinder machine had
been made, which took a little time.

The sketch made by witness £s offered in
evidence, and marked "Defendant *s Exhibit BHinfcHxinxx
BHixhaxix Batchelor Sketch of First Phonograph."

Adjourned for lunch. un***

Q17. How thick was the coating of wax upon the waxed
paper which you used in the first phonographic device, and
was the character of the wax?

-i-

| A. I„ the first experiments that I referred to, the pape
|as coated with paraffine wax, in which, to the best of my

recollection, the thickness of the wax wou
to twenty-five thousandths of an Inch. It
jboth sides, as this paper was being used i

iUd be about twenty

Q18 . P°r what purpose ’

being used in the laboratory
re you making waxed paper at

I A' Th° Pap6r that 1 6P0ak of had been used in large quar
tities by us some time previous in making condensers, a great
many of which were in the laboratory at the time .

Q19. I show you a sample marked "Defendant's Exhibit
Condenser Paper coated with Paraffine", the same being an
exhibit in the suit of the same complainant against the United
States Phonograph company, is this similar to the condenser

A. ?hisA paper of the same kind, and I think is from
some of the same condensers. But we also had paper, I be.

jlieve, thicker, and I i

•e, thinner than this.

Q20. How does the thickness of thispaper, in its waxed
coating, correspond with the paper strips you used in the
first phonographic apparatus?

A. I believe that is the same kind of paper, but I
;hink our first experiments were made with the thickest paper

Q21 . Did you havi

: that time, the waxed paper such

as is used for wrapping candies, where the paper is so thinlj
waxed that it is still very flexible?

A. I do not know what the thickness of the candy pa¬
per is, but I know that we had made a machine for making
this paper. I know we had some thinner than this, but I do
not know how thin. The great majority of the condensers that

were made were of paper similar to the paper shown me.

Q22. And had a substantial coating of wax, similar to
this paper?

A. Yes, sir. The paraffine, I should Judge, was two or
three times thicker than the paper itself.

Q23. In connection with the first phonographic device,
of which you have given us a sketch, what other experiments
did you make besides the cutting of the record in paraffine
coated on paper and reproducing the speech directly therefrom?

A. We tried a great many different experiments on this
machine, such as different thicknesses of wax, different
shapes of the knives, and also different depths of the knife
for talking . We also Xx*h£ put in paraffine paper that was
crimped in the middle, so that the knife would cut out on the
crimp, making its record in that manner. We also took this
paraffine paper and placed it edgewise jbtxxx under the same
diaphrig m, but with another wooden base made to correspond
with the thickness of the paper, so making the record on the
edge of the paper instead of on the flat surface. We also
pulled through metallic foils, and made special points for
that, aud a great many other experiments. This was the only
devioe that we had for trying experiments for at least a cou¬
ple of days, until we got a machine that had been designed
specially for it .

Q24. Did you try, with this first devioe, any other
wax or waxy material than pure paraffine?

A. Yes, sir. Mr. Edison made experiments with beeswax,
and beeswax and paraffine, and many combinations of the differ¬
ent common waxes that we had in the place.

Q25 . What was the character of the special machine which
you say was designed for carrying on the experiments?

-B-

A. The device consisted of a motal cylinder mounted on
a shaft, and running in bearings, -,vith a screw thread on one
end of the shaft, fastened to one of the bearings was a
nut that engaged in the screw-thread, and could be thrown out
of gear at will. The idea was to have a revolving cylinder
which would progress at a cortain uniform speed. On one side
of this cylinder was placed a mouth-piece and a diaphragm,
with cutting point in the canter, which was pivoted so that it
could be placed against the cylinder or moved away from it at
th|pOther^side ./as a similar kind of device, carry¬
ing a fine WBHSM^poi,,* , which was also fastened to a dia¬
phragm and a mrtth-pieoe. The operation of the machine was
as follows: The talking mouth-piece wan placed in oontact

with the material on the cylinder, and as you spoke to the
mouthpiece, it recorded on the cylinder as it progressed along,
in spiral lines, little indentations or cuttings-out , accord¬
ing to the material you used. The recording mouth-piece was
then moved away from the material, and the cylinder run back.
The reproducing diaphragm was now moved into place, and this
point -was very much lighter and connected by a thread to a
paper diaphragm. This paper diaphragm vibrated as the point
was moved by the indentations on the cylinder, and on listen¬
ing to the ear-piece, you could hear the speech as it had
been recorded. That same machine exists today, I believe,
and is in the south Kensington Museum; London, or was, the
last time that j was there, and has been illustrated I think
quite extensively in England.

Q36. What were the character and extent of the experl-
nents conducted with this historical piece of apparatus?

A. Mr. Edison experimented with that machine for quite a
Little time until he got another machine made, which was de¬
igned about the time that he got this. His principal ex-

-9-

perinents on that machine were made with tin foil, and as he
had had that made with a view of using tinfoil, a great many
experiments were tried on it with different disphragras on
I both the recorder and reproducer, different kinds of knives
I and points on the recorder, arid also different kinds of foils.
I t do not remember how long we kept this machine in use at
that time. I remember it was taken over once, if not two or
three times, to New York, to be shown to parties, and as
soon as another machine was made, the experiments were almost
all tried on that.

(127 . How did this first cylinder machine get into the
possession of the south Kensington Museum?

A. To the best of my recollection, there was a gentleman
in from England, who was an official of the British Government
and I remember that he asked Mr. Edison for some of his early
telephonic experimental machines, as he was making a collec¬
tion for the South Kensington Museum. 1 believe Mr. Edison
promised to give him the fir's! experimental phonograph, and
whilst I do not think he got it at that time, it was after¬
wards sent over there.

Q28 . This first cylinder machine was followed, as I un¬
derstand you, by a second cylinder machine, \7hut was the
construction of the second cylinder machine? And about when
'■■•’as it constructed? with reference to the beginning of the
work?

A. The seoond cylinder machine was made immediately
after this one was finished. I believe about October or Novera
ber, 1877. It was similar in general style to that machine,
but the cylinder was smaller in diameter, and I think longer.
This machine had only one diaphragm mounted on it, which an¬
swered the purpose both for recording and reproducing.

IQ29 . What was the churacter of work you did with this
second cylinder machine?

A. Prom thi8 second cylinder machine, there was a very
larGe mimbor of experiments made to get the very best effect—
easily heard-from metal foils. There were also many other
experiments tried ojji this machine, but about the time it was
marie, and for some little time after, we thought that we
were getting out best effects from tin £bx& and other metal
foils. Those experiments, therefore, very largely predominat¬
ed. .

Q.30. Bid you renew the experiments in the direction of
cutting the record in wax or other solid material, and if so,
on what kind of a machine?

A. Yes, sir. XhHKHxxKxsx I do not recall that we out
the wax on this particular machine at that time; but after we
got that machine, there were three or four made exactly like
it, so that ?/o always had a couple of them on the tables in
the laboratory to experiment with at any time in the day.

I Q31 What were the experiments you conducted with these
machines which you kspt on the table at the laboratory for
that purpose?

A. They were very numerous. They lasted well into the
summer of 1878, arid there was hardly a part anywhere about the
machine that was not experimented on. I made an enormous lot
of diaphragms of different kinds, of all kindB of cutting and
indenting points, funnels of every shape to reinforce the
sound on the reproducing, and also methods of regulating so
that the turning of the cylinder would be more even, and many
other things. I may say that we haddirferent kinds of
cylinders made for that style of machines, some of them with
grooves cut in them of different shapes, and some of them,
at least one, that was sold; had no groove in at all.

Q,;'-2. Confining yourself to the making of records by
cutting, or engraving, in a solid material, as distinguished
from indenting tin foil into a groove, please state the

Ichuructer and extent of the work you did on these
cylinder machines, which you had in hand for the purpose well
into the summer of 107B .

A. I remember Ur. Edison had me make different diaphragms
with all kinds of cutting points on them. With these, I
remember that he made records in paper heavily coutad with
wax which was wrapped around the cylinder and fastened in the
same way that we faaten the tinfoil. I remember also thut ho
had me make paper cylinders by lapping the paper round a num¬
ber of times, and thon fastening the ends and coating the
whole heavily with wax. These he also made records on. 7/a
made records also on more j30lid materials, such as quite heavy
sheet copper, lead, and I remembor particularly a record made
in a piece of clear Norway iron. At thut time v/e made records
on almost evory material that v/as easy to get at at that time.

Q35. Bid you reproduce the speech and other sounds from
these cut or engraved records?

A. Yes, sir.

Q34. V/e re any of these engraved records romovad from the
cylinder after the record was made. If so, hov/?

A. Yes, sir; they were all removed from tho cylinder.

Some by unlapping them, and some of them, which were rings,
had to be removed by taking out the shaft.

WS5. Were any of them in the ring form before they were
put onto the machine; I mean the tablets on which the records
were made.

A. Yes, sir; tho record that I speak of as Norway irotf
was in the ring form before it v/as put into the maohine.

12

Q3G . How were these ring form tablets placed upon the
supporting cylinder?

A. In the case that T mentioned, the ring was made to

fit tight on the cylinder, which was brass, and then the
iron

cylinder put in the machine. The xxKBrai cylinder KRMkkxhn
jjHiSHdxaSSxxMttxjmicxBiixKgHXMxx or ring could be slipped on
the brass cylinder and pulled off again.

Q37 . Were these early phonographs made removable from
their supporting bearings, and if no, how?

A. To the best of my reoolleotion, they had a cap on tho
bearing, so that if you unscrewed the cap you could lift
the shaft right out.

Q38 . Were any engraved records made on these early ma¬
chines on material laid directly on the cylinder of the ma¬
chine, as distinguished from material removable Bodily from
the cylinder?

A. Yes, sir. I remember Mr. Edison making experiments
with different kinds of wax on the cylinder that had no gxnxax
groove in it. A great many such experiments he made.

Q39 . How was tho cylinder prepared for making these
experiments?

A. Sometimes he used to warm the cylinder, and kind of

'

paint the wax on warm, and keep turning it until it had cool¬
ed and got set. Then he would make his record on it and re¬
produce it, after which he would hold a spatula against it
and shave it off, thus making it ready to coat again.

Q40. Bid he reproduce from all these engraved records,
or was some other course of experimentation pursued?

A. Ysb, sir; he reproduced from them all, generally with
the same diaphragm, but I remember that we made another com¬
plete reproducing diaphragm and mouth-piece that would fit
in exactly the same place that the recorder fitted in, bo that

Ilf he wanted to, ho could have a very much more dollcate
arrangement for reproducing than for recording .

Defendant’s counsel offers in evidence the
exhibit shown the witness at Q19 of the foregoing
deposition, and the same is marked "Defendant *s Ex¬
hibit Condenser Paper Coated with Paraffine".

Q41. I call your attention to Prof. Mayor’s article
"On Edison* s Talking Machine" in Popular Science Monthly for
April, 187e, and to the statement contained at the end of
that article "that impressions of sonorous vibrations have bees
made on a cylinder of soft Norway iron, and from these im-
presoions have been reproduced the sonoroon vibrations which
made them" . Does that probably refer to the irohi cylinder
which you have described?

A. Yes* sir: I think it does.

Q4i3. Could "impressions" be made in a phonograph on soft
|| Norway iron by more than one method of producing the record?

I A. That would depend, of course, on the thickness. If
the material was in the shape of foil, of course it could;
but this was not so. It was a solid piece of Norway iron
that had been turned up in the lathe.

Q43. I should have given you th6 full dHXEjrftiptlmix
description. Could a record be made on a cylinder of soft
Norway iron as desoribed in the Mayor article by more than
one method?

A. I know of no method of recording on a- cylinder of
Norway iron, suoh as is spoken of there, when it is alone,
or if it is coated with nothing, but engraving the reoord
on it.

Q44. As one skilled in the art in April, 1S7B, what would
you have understood by the statement in Mayer’s artlole as to
the way the reoord was made on the cylinder of soft Norway
iron?

A. The only way that I should understand that, if there
v/ as nothing th :ro but the Norway iron, is that the record was
wade by cutting out on the surface of it.

Q4S. Is anything spoken of by Mayer except the cylinder
of Norway iron?

A. No, X do not see anything else spoken of.

Q-tC . And would it be your interpretation of Mayer's
language as one skilled in the art in April, 1878, that the
rocord was cut on the cylinder?

A. Yes, sir. I should consider it obvious that it -was
cut IQ47 . I call your attention to a lottor published in the
Brooklyn Daily Times (date not given, but will be subsequently
f ixed ) in which the writer describes u visit to Mr. Edison's
laboratory at Menlo park, and in which he makes the following
statement :

"Mr. Edison's assistant, Mr. Batchelor, showed me a
piece of sheet copper, fully one thirtieth of an inch
thick, which had been wrapped around the cylinder, while
a small music box, diameter three inches, thickness one,
was placed on the cup that receives the sounds. The
touches of the needle point on the copper, while the
experiment was being made, v.asre so light that a microscope
of four hundred diameters failed to detect the slightest
marks; and yet the phonograph gave back that music so
clearly that it was heard distinctly at a distance of
three hundred feet."

Do you recollect making records of this character, and if
so at about what time?

A. Yes, sir. All through the summer of 1878 wo made
such records as that. I remember particularly that that
little music box was on all occasions on the table ready to
use ±x it in Just such experiments. It was the means of
getting a vibration that was purely a vibration, and when we
put that on the speaking cup, the diaphragm of course received
none of the wind rushes from the mouth that naturally very
much disturbed it in talking. If we wanted to know whether
we were reproducing the very Bmullest vibration, we would al-

I ways try it with the music box after having experimented with
speech .

0,48. What was the action of the recording point in mak¬
ing records on sheet copper of the thickness referred to in
the Brooklyh Times Rah publication quoted in the last ques¬
tion'.’

A. I always understood that it was cut out, as we always
used a vary sh tyftf point in making those fine experiments.

Q49 . How much greater was the thickness of this sheet
copper than the metal foils which were iudonted in recording?

A. Those sheet copper experiments, I believe, were gen¬
erally ubout a thirty-second of an inch, which is .0635,

I whilst X should not consider a foil, as foil, i« copper un¬
less it was down at the most .0100 • Sometimes lead foil
might be a little thicker, because it was much softer.

050. These copper sheets, then, ware at least six times
the thickness of copper foil used for making a record by
indenting?

A. Yes, I should think so.

Q51. As one skilled in the art in the summer of 1878,
would you have understood the description contained in the
Brooklyn Daily Times which I have quoted to indicate a record
which was indented, or 0|jie which was out?

A. I should say it was scraped, or out.

(152. Whether scraped or cut, would you have understood
it as involving the removal of the material in making the
record, as distinguished from indenting or bending the plate?
A. Yes, sir. The material, I believe, w as removed.

Q5">. And that would have been understood by one skilled
in the art from the publication referred to?

A. Prom that part of the publication that you have read,
I should consider that that record is engraved in.

Q54. What was the situation at Manlo Park in the early
summer of 1876 with regard to the public seeing the work on
the phonograph and having the matter explained to them?

I A. For about three months we were open to visitors
every day continuously, but previous to that time , from the
very first experiment on the phonograph, wo had been having
visitors almost every day. During the three months they
sometimes came in droves, and Mr. Rdison and myself .each
with a machine on different tables, entertained them.

They were generally out by about four o'clock in the afternoon,
and from that time up to the next morning at five o'clock, we
wore almost always making experiments on those phonographs.

Q55. Should you put the number of people who visited the
laboratory and saw the phonograph during this period as in the
hundreds or in the thousands?

A. X should put it in the thousands. I have known the
top room in the labotatory, which was 100 feat long, to be so
full that after they were gone we have had to prop it up
underneath, so that there could, not be any trouble if they
came again. Sometimes they would come in a special train,
which VTould v/alt for them on the siding.

Q56 . Ware different classes of records showh to these
people, and if so, to what extent was the principle of oper¬
ation explained?

A. Mr. Edison took great interest in explaining to any
man who saemed interested and who seemed to understand him,
especially scientific men, the principle and operation, and
also showod them many of the experiments. But when there was
la great crowd all at once, we generally tried to give them
something funny on the phonograph sooner than to try and
explain all the intricacies except Just the bare methods of
recording and reproducing speech.

17

Q57 . To those scientifically inclined, to what extent
was the matter explained with respect to different materials
for the recording surface?

A. To such persons Hr. Edison always gave a very full
account .xi He would show them any experiment or work that
had been done, and very often reproduce it. I have knovm
him to try a very great many suggestions of these people. In
fact, it was not an uncommon thing for him to spend a half a
day with a man who knew what ho was talking about.

QDH. ixBailx;cnMXxxi±HMk±aMXx What phonographs were built
subsequent to those upon which you experimented and made ex¬
hibitions to the public in the spring and early summer of
1878, and prior to your leaving for Europe in 1881? I

A. V.'e made in the laboratory a number of phonographs
similar to the one spoken of as the seoond cylinder machine.
That a style of machine was altered in design so as to make it
more elegant for exhibition purposes, and there were quite
a number of them made by a firm in New York failed Bergmarin
& Company. Those were regularly sold as phonographs. There
was another machine which was smaller, with a cylinder larger
in diameter, but shorter in length, which had the same gen¬
eral design, but was made bb a cheap machine . These were also
made by Bergmann & Company, and I think there was quite a larg >
number of them sold. V/e made quite a number of different
small machines, to be used for various purposes, such as
clocks that would speak the hour instead of striking it,
and of such a nature. These, however, never arrived at a
point v/here they were made in large quantities. Besides
these, there were quite a number of machines made by other
people. I think about that time the files of the English Me¬
chanic, an English Journal, shows* dozens of people who were

'IB

makitis phonographs of different kinds, all setting their Ideas
Irom the records of Hr. Edison, as shown In the newspapers,
and also by his patents. It seemed to me at the time that
everybody was making phonographs.

<259. Eld you make the plate or disk machine shown in
figures 1 and 2 of Edison English patent No .1(544 of 1878?

A. Yes, sir. That via s the machine that Mr. Edison
thought at one time would be the standurd machine. There
was also another machine designed by fir. Edison, and I be¬
lieve one of the machines was made, or a model of it, which,
at the time ho made it, he expected would become a oommor-
cial machine. This rats machine had an upright cylinder,
and the talking was done against the side of the barrel,
using a flexible tuba to speak in. T am quite sure there was
a model of this machine made, but I do not remember working
it mys8lf.

Q60. Eo you refer to the machine shown in figuros 3 and
4 of Edison's U. 3. patent No.227,67P?

A. Yes, sir; that's the machine.

QGl. What is the machine shown in figure 1 of the same
patent?

A. That is practically the same machine that was made by
Bergmaun & Company, and sold, and it is almost the same ma¬
chine as cylinder machine No. 2. It is a little different
from that, but the same in general principle.

<252. In figure 1 of that patent, do you see the
removable cap plates for the bearings, enabling the cylinder
to be removed so that a ring or cylindrical recording surfaoe
could be slipped over it if desired?

A. Yes, sir.

19

Q63. Referring to the machines made for speaking-clocks.
'7hat was the character of the record used on these machines?

A. XkKxxaEHxri As t remember those machines, they were
made quite small, with the cylinder at one side of the clock¬
work, where the record could be put on to the cylinder and
taken off and another record put there if required. The
whole machine was to be made complete, and then the rooord,
Xixxxdxxx made on another machine , placed on the cylinder
after the whole was assembled. These records were different
inasmuch as one would say one thing, and another another thing.
Of course the clock machine w as designed to receive its .record
from another machine, and therefore after it received its
record, it did nothing but reproduce that record ill the
time. In later times, many thousands of Just such a machine
as that were made for dolls .

0,64. What was the construction of the tablet upon which
the records for these clock machines were made, and how were
the records put on those tablets?

A. These records were generally made from sheet copper.

We had a small machine to make the record, and that record
was afterwards transferred to the cylinder of the clock ma¬
chine . In The majority of those clock experiments at that
time xErsxaiadB the records were made on a separate machine.

They were afterwards taken off the cylinder of that machine,
and placed on the clock cylinders, where they were reproduced
automatically by the clock. After it had been reproduced once,
there was a little release that allowed it to go back ready to
begin again.

Q65 . Kindly state more specif ioally what the form of the
tablet -was, and by what method the record was put on that
tablet.

A. The records were oiroular in form, and made by cutting
the record in on the sheet copper. This was then, taken from

the machine that recorded it, and put on the cylinder of the
clock-work and reproduced.

Q66 I call your attention to two sketches, bearing date
February 20, 1878, and February 22, 1878. Do these sketches
illustrate the construction of the clock phonographs you re¬
fer to?

A. Yes, sir. The sketch dated February 20, 1878, which
is signed by myself, and which sketch is made by myself, I
believe, is a general view of the cylinder with its accompany¬
ing screw-thread attachment for traversing, and the reproduc¬
ing cup for giving out the sound. The max one marked Febru¬
ary 22nd , and signed by me, and also one of my rough sketches,
is similar, but giving the size of the drum or cylinder.

Q67. Do you recognize the signatures on these two sketch¬
es?

A. I do.

Q68. By whom are the sketohes signed?

A. They are signed by myself,. Mr. Edison, Mr. Kreusa,

Mr. Carman and Mr. Force. All of us worked in the laboratory.

Q69 . When v;ere those sketches made, and when were they
signed?

A. To the best of my knowledge, they were signed on tho
date which is given on the sheet. The sketches may have been
made a few days before . It was always our custom to date them
v/hen we signod them.

Q70 . Have these sketches been changed in any respect
since you signed them in February, 1878?

A. I do not think so.

The sketches referred to are offered in evidence
and marked "Defendant's Exhibit Sketch Clock-Phono¬
graph Feb.20/78", and "Defendant's Exhibit Sketch

Clock-Phonograph Feb .jik/Sx 22/78."

Adjourned until Mar. 13, 1896, at 11 A.M.

-21-

Now York, March 13, 1896.

< Met pursuant to adjournment.

Present, counsel as before.

| DIRECT-EXAMINATION OP THE WITNESS CHARLES BATCHELOR CONTINUED:

j Q. 71. Referring to your sketches dated February 20
j and 22, 1878, of the clock phonograph, you have said that the
j reoordinS tablet used at that time was made of sheet copper
generally. How was the copper sheet secured to the cylinder
j of the machine on which the record was made, and how was it se¬
cured to the cylinder of the clock phonograph for reproduction,
of the record?

A. To the best of my recolleotion at the dates of these
sketches the sheet copper was originally in the form of a strip
j about twelve inches long and five-eighths of an inch wide,
j This was bent into the form of a oircle of the size of the
drum on the recording instrument. A short piece at each end a
was bent down to fit into a small groove running across the
face of the recording drum. This was then put onto the drum
and a rubber oovered rod pushed down into the groove securing
the two ends against the side of the grooves similar to the
method of fastening on the first and Becond cylinder instru¬
ments when they were used for tin or other foils. After this
cylinder was engraved on the recording instrument, the rubber
oovered rod was pulled out leaving the reoord tablet so that
it could be slipped off the end of the cylinder. This was
now slipped onto the smooth cylinder Kijtek*£| out of the clock¬
work,. fastened in the same manner as when recording, and it
was ready for use.

Q. 72. If you can, please make an end view sketch show¬
ing the copper sheet secured to the cylinder of either the
recording or reproducing machine and a separate sketch showing

i end view of the tablet after the record has been made and

I th° tablSt 18 r°Qdy t0 b0 8liPI>0<* «»to the cylinder of the cloo^
phonograph?

I have made the sketches called for by the question,

I one of which shows the sheet copper in position on the re¬
corder cylinder, giving the respective names to the different
parts; also another sketch giving the shape of the cylinder
when taken off the recording instrument ready to bo put on-
t0 the oyllndor of the clock-work. I do not know whether
| Xxxx^C5{Xax theae drawings are the exact sizes. I give them tej
tha best of W recollection, and also from the fact that on
j °',e 0f thG «ketches I find in my own handwriting the vfords
"Brum 4 l/e diam."

Sketches offered in evidonce and marked
respectively, "Defendant's Exhibit Batchelor's
Sketch of clock phonograph reoorder" and "De¬
fendant's Exhibit Batchelor's Sketch of Clock
Phonograph Tablet".

Q. 73. In what respect would a view similar to your
first sketch of the tablet placed on the reproducing instru¬
ment differ from that sketoh?

A. In no way. That same sketoh would do for a sketoh
of the same sheet copper on the clock-work drum.

Q. 74. I notice in your sketches of February 2 J) and 22
1878, that no bearing is shown for the shaft on the outer
side of the cylinder. Was that the construction employed,
and if so, for v/hat purpose?

A. That was. As I said before, the drum projeoted
outside of the olock-work. This was for the purpose of slip¬
ping on the XBaaxdiK recorded tablet and Blipping it off if
necessary without disarranging any other parts of the mechanism

!Q. 75. Was the cylinder of the clock phonograph which
supported the tablet provided with a spiral groove on its sur¬
face similar to the machines designed to reaord on tin-foil?

A. No. The cylinder on the clock phon^ograph was per¬
fectly smooth.

Q. 76. I show you a paper dated December 26, 1877.

In whose handwriting is this paper and by whom signed?

A. It is in Mr. Edison's handwriting and it is signed by
J him and also by myself and J. Kruesi.

I Q* 77. On what date was it signed?

!j A. On or about December 28, 1877.
j| Q. 78. What is the paper?

jl A. This paper I recognize as one of the sheets from
j what we called,at the time, our laboratory notes. They were
j kept in books of probably forty or fifty such shoots in a book
and there was a very large number of them in the laboratory at

I all times.

Q. 79. At the foot of the sheet is the statement, "Qut-
ta peroha sheet is first class for indenting". Do you rec¬
ollect his using gutta percha or similar materials for record¬
ing upon?

A. I recollect him using similar materials, but I have
no recollection of ever having made for him a gutta percha
cylinder for him to try. I do know that he tried a great
many such things. I remember particularly a cylinder made of
hard rubber which was used on one of the second style of cy¬
linder machines. This particular item I should Judge was
at that time information for us. He had no doubt tried it
himself and was telling us so.

Q. 80. Please explain a little more fully about the rub¬
ber cylinder. Whether it was the cylinder of the machine or
an additional oylinder Blipped over it, and whether a record

i on it, and if so, how?

i of hard rubber large i

| to be out out to fit onto the brass cylinder of the phonograph.
| It was not the same length as the cylinder of the pho nograph,
but only oceup led a short distance of the length. We had
made such cylinders to record upon of many kinds of material,
both metallic and non-motallic . These, of course, were put
j 01lt0 the cylinders by pushing on the end and were pulled off
| them again after they xKXHxaxjaHriin had been used for recording
|j and reproducing. Such a cylinder of gutta percha I do not
| ‘^member to have made, but it is very possible that he tried

ione, as I am quite sure he hunted up every kind of material in
the laboratory at the time to experiment with and hade made up

whatever he wanted. The records were made on these cylin¬

drical tablets by cutting out an indentation, and from these
cuttings the reproducer xHnaxdHi gave back what had been re¬
corded thereon.

(J. 81. In v/hat sense do you consider the word "indenting"'
to be used in the statement I have quoted in Q. 79 from this
laboratory record of December 28, 1877?

A. I consider that he meant that he had out out little
indents in the gutta percha sufficiently good to be able to
reproduce/^ne as well as from other materials.

Q. 82. Has the laboratory reoord of December 28, 1877,
been altered in any respect since you signed it?

A. I do not believe that it has been altered at all sine*
I signed it.

Laboratory reoord referred to offered in
evidence and marked "Defendant's Exhibit Labora¬
tory Record December 28, 1877".

-25-

j Q- 83. I show you a sketch dated -Sept. 8 or 9, 1877".
What is the record and what does it show?

A. The record is another sheet of the laboratory notes I
and it shows a General view of our first instrument that we
have spoken of before, in which the recording diaphragm and
knife have cut out a record on a material and it is in post-
j tion again to reproduce it. I notice on this sketch a little
j alteration from the instrument as first described, which was
^ V9ry Sh0rWy after first experiment. It is a wheel
j under the material. We found on our first experiment that it
| WaS qUUe diffloult to pull kkx the waxed paper through the
|j Groove twice alike as regards speed, and I remember we put a
pair of wheels, one of whch had a handle on, in such a posi-
tion that when you turned the handle it pulled the Papar throu*
the channel at a much more uniform speed. Otherwise, this is
I about the same idea as the first experiment,
j 84 ' TOlat ls the character of the tablet and reoord

shown in the central sketch on this last laboratory record?

A. It is illustrative of a tablet being cut out on its
surface by a knife actuated by a diaphragm in vibration by the
voice. As regards the tablet, it is a sectional view, show-

Iing the height and depth and sharpness of the cuttings.

Q. 85. Do you recognize your signature on this paper;
if, so, when did you sign it, and has the paper been altered
since that time?

A. I recognize ay signature, and I know that my signature
was placed there on September 9, 1877. I recognize the other
signatures and know them well. I do not believe it has tan

been altered.

ifcxafixxx: Sketch offered in evidence and marked "De¬

fendant's Exhibit Phonograph Sketch Sept. 8 or
9, 1877". j

-26-

j Q. 86. I call your attention to a similar paper dated
I S9Pt8mber 9> 1877, and signed by Mr. Edison, yourself and oth-
j ara# D° you ™°°S«ize this paper, did you sign it, if so,

| when, and has it been altered since?

A. I reoognize it as another sheet of laboratory notes,
as made by Mr. Edison as one of the experiment, that he was
making at that time on the first experimental maohine spoken
of before, and which was tried in two or three ways. In one

I the paper that ran through the channel was crimped up in the
middle as shown in this sketch to stiffen it. This crimping
was then heavily coated with paraffine and this paraffine was
then cut out by the recording knife in the same manner as
the first experiment. The same general experiment was made j
by coating only the middle portion of the paper with paraffine
or wax, leaving a higher place in the middle than in the other
parts. I recognize my signature on the paper and know that
it was signed on that day, September 9, 1877. I do not belies
it has been altered since I signed that paper.

Paper offered in evidence and marked
"Defendant's Exhibit Phonograph Sketch September
9, 1877".

Q. 87. I call your attention to another similar paper
dated November 1, 1877, and apparently signed by Mr. Edison,
yourself and others. Do you recognize this paper and your
signature thereon? If so, when did you sign it, and has it
been altered since?

A. Yes, sir; I recognize the paper as another of the
sheets of laboratory notes. I recognize my signature o,i it.

I signed it on November 1st, 1877, and I do not believe it
has been altered since.

Q8B. In whose handwriting are the skethhes, and explana¬
tory matter, on this paper of November 1, 1877?

A* All in Mr* Edison1 s handwriting.

paper of September 9,

I Q89 that alao true of the

1 3-877 just shown you?
j A. Yes, sir.

J Q90. Please examine the paper of November 1, 1877, and
state what is the character of the recording material, and
I the method of making the reoord.

j A. The paper explains itself. It says it was soft
paper, which means unglazed uhx paper, heavily coated with
compounds of beeswax and paraffine, and other soft subBtanoes
j| The method of making the record was for the knife to cut out
jj indentations in the compound. There is a device in this,

| which I think is the principal thiftfc why this sketch is made,
| and that is a new method of holding the knife, as explained
I at the bottom, as a reed diaphragm.

| iytx Sketch offered in evidence, and mark-

I ed "Defendant! s Exhibit Phonograph Sketch November

!1, 1877".

Q91. I call your attention to a sheet of sketches, dated
March 5, 1878, and signed by Mr. Edison. In whose handwrit¬
ing are the sketches and explanatory matter upon this sheet?

A. The sketches and explanatory matter are all in Mr.
Edison's handwriting .

Q92. I call your attention to a sketch near the top of

the sheet at the center, having the explanatory statement

What does

written £xi Just below it, "cutting tool point". SBKX^thls
sketch illustrate?

A. ThiB sketoh illustrates, as well as I can see, a pho¬
nograph cylinder, againBt the side of which is placed a re¬
st

cording mouth-piece connected SxnaaAthe center of the dia¬
phragm to a recording cutting tool point. This was quite a
common device at the time of the date of this paper.

Q93. What was the character of the recordswhich this de-

28

vice was used to make?

A. W>en the cylinder was turned, iixxHHidxx the cutting
tool point would cut out little indentations on it, correspond¬
ing to the sound spoken ix at the diaphragm.

Paper referred to offered in evidence, and mark¬
ed "Rh Defendant t s Exhibit Phonograph Sketches March
5, 1078. "

Q94. You have spoken already of having made for ’*r.

Edison in 1878 all kinds of indenting and cutting points.

I show you a certified copy of Mr. Edisoms caveat No. 77,
filed March 8, 1878, and call your attention to figures 28 to
.18 inclusive, and to the statement in the specification that
these figures "show different indenting and reproducing points 1
Did you make all those forme of jmiHfcKX points in 1B78?

A. Yes, sir; and 1 think we made a great many more dif¬
ferent kinds of points.

Q96. Are any of those points shown in the caveat illus¬
trative of what you have described as cutting points?

either

A. Yes, Bir. They are almost all scraping or cutting
points .

Q96. What distinction have you in mind between scraping
and cutting?

A. When a point was made especially for cutting, it was
sharpened and set its edge to the cut, whereas a very fine
needle point would scrape; also a very fine needle point Bet

baokwardB from the direction of the oyllnder would scrape,
forward

Or a flat knife point, if set bnak^from the direction of the
cylinder, would also scrape.

0,97. In scraping, was the material xamsoont such as wax
removed, or only displaced?

A. It was removed.

Q98. In your experience in making phonograph records
on paraffine, beeswax, or other waxes or wax compounds,

what of foot had you observed arising from changes in shape
JJ of the recording point?

A. If a sharp cutting point was used, or even a scrap¬
ing point, it was always necessary to brush or blow away the

chips or scrapings before reproduction. I do not remember
that we ever got a good record or ever tried to get a record

from wax from a dull blunt point. Wheh we used such a point,

we always used some material that would emboss.

] Q99, Prom yow experience with mating phonograph records

j nn W',x a,,d v,ax-1ika materials, have you observed that wax was
I capable of being embossed, as distinguished from cut, by a
![ recording point which was drawn over the surfaoe?

I A. Oh, i feel sure that you could emboss the waxed
paper in a similar maimer to a metal foil if you put the
right conditions there, and I think that we did do some such
embossing on fcks:A machine previous to this for telegraph pur-

I poses. But i do not remember that we ever tried to emboss ±i
a phonograph record in that way.

Q100. Can you 3ay from your experience what would be
the effect, as to the removal of the material, of drawing a
point over a solid body of wax or wax-like material, and
would that effect be different for different sizea and shapes
of points. I mean different with respect to the removal of
the material.

A. Yes, sir. Very decidedly so. Any knife-edge, or any
large volume of a point, if it has an edge on it, would cut
away the material and carry it with it. It is only if you
have a round surface bearing on the wax that it will not out,

but will displace the wax, making a groove in its track, and
surface of the

raising the^wax on each side of it. In all the experiments
that I have mentioned, it was Mr. Edison's intention, and he
did, cut away the material in the operation.

30

Q101 . Bid you make your recording point in 1078 of dif¬
ferent materials, or of the same material?

A. Yes, sir; I made cutting points from every available
material, from sapphire down.

Q102. I call your attention to the statement made on the
last page of caveat No. 77. V/hnt is the method of recording
there described?

A. The method of recording described in the first seven
linos is that of cutting out indentations .in solid cylinders
of metal .

$±M

Adjourned at 1:20 till tomorrow morning at 11. A

31

New York, I, larch 16, 1896.

Met pursuant to adjournment.

Present Counsel as before.

DIRECT EXAMINATION OP MR. BATCHELOR CONTINUED.

Q103. I call your attention to the fifth page of the
caveat, and to the statement made in the first sentence on
that page with regard to the material for recording upon.

What does the language show as to the method of recording em¬
ployed with the surface of paraffine and other hard hydro-
i carbons, waxes, gums and lacs?

Objected to on the ground that the caveat is
the best and only admissible evidence of what is de¬
scribed in it.

A. I should understand that the paragraph shows that subh
materials were engraved, or cut.

Q104. Referring to the statement in the same sentence of
the caveat that the paper coated with paraffine might be
covered with metallic foil and the record made on the foil,
how would such a record be made?

A. Such a record , I should consider, would be made by
embossing the tin-foil, the wax or paraffine being simply
thick enough to act as a backing for the foil.

Q105. Would a groove in the supporting cylinder or plate
such as yujs ordinarily employed in embossing the record on
foil alone, be required with the tablet composed of foil laid
on wax?

A. The groove would be quite unnecessary in such a case,
and I remember that these experiments that he made with foils
on wax were made on the cylinder with a smooth surface .

Q106. What significance, if any, do you give to the
statement in the same sentence of the caveat that with the
metal foil surface laid on wax, the clogging of the indent-

ing point is prevented?

A. X understand it to mean that you cannot use any
kind of a point on the wax without its either scraping or
cutting the material away, and that when he tried to indent
wax, it was necessary to cover it wihh a fine metallic sur¬
face first.

Q107 . I call your attention to Edison* s English patent No,
1644 of 1878, and to the statement with respect to the ma¬
terial upon which the record may be made contained between
lines 24 and 33 of page 7. Do you understand this language
to have the same significance as the conesponding language
in the caveat about whichyou have been testifying in the lust
several answers?

• A. I understand this to mean exactly the same thing .

The wording seems to be the same .

Q108. Do you find, in this English patent, instrumentali¬
ties which would enable the making of records of speech and
other sounds by cutting the sound vibrations into a body of
paraffihe or other wax coated on paper, and reproducing the
sounds therefrom?

Objected to as incompetent and secondary.

A. Yes, sir; the patent itself is a description of such
a machine .

Q.100 . What would have been the method of making the
racordon the phonographs which wore made and sold by Bergmami
prior to 1881 if a solid resisting material had been used for
the tablet in place of the pliable metallic foil, which was
ordinarily used on such instruments?

A. The record would have been cut out instead of embossed

QUO. Do you mean to say that this simple change in the
material of the recording surface, would have boeii accompanied
by a ohange in the method/ of recording?

33

A. Decidedly so.

Qlll. 1 call your attention to a statement made in
|La Rappel for Beoember 11, 1877, descriptive of work of Charles
[Cros on the phonograph, the statement being as follows:

"The registering of the voice will be effeoted on a
and Pr°sre ssing cylinder, which cylinder is coated
Plastic substajice such as paraffine; the lineB -will be
gouged out on the same by an index actuated by a lever with
[unequal arms, which will amplify its movements."

I What method of recording do you understand is described
by this sentence?

** Objected to first as incompetent,

second, because the statement made in the question
is not taken from the Le Rappel article but from a
translation, and. which, as counsel for complainant
believes, contains an lncorreot rendering of the orig¬
inal .

Defendant's counsel states that he win
subsequently prove the accuracy of the translation.

A. Rhtqc The recording of the voice is done by cutting or
[engraving.

Q112. Do you see how the voice could be readily recorded
. surface of paraffine by any other method?

A. No, sir; it must be out or engraved.

Q113 . The Le Rappel article continues (I read from the
jranslation) :

"The ii these lines will be changed into a metal¬
lic plate by the galvano-plastic prooess."

AxxxEix Did instrumentalities exist in December, 1877,
by which the sound could have been reproduced direotly froji
the reoord in the paraffine, and if so, what is your explana¬
tion of the statement that Cros proposed to change the records
into a metallic record?

I I -34-

Same objection.

A. Such instrumentalities did exist at xkk that time, ad
and X presume Hr. Cros knew It very well, but his idea of
ohanfTina it by electrolitic action into metallic plate I sup¬
pose was for the purpose of having a record that could bo
reproduced a great many more times and also would not be so
easily affected by handling as a paraffine record.

Q114. I call your attention to descriptions of the Lumbri-
got phonograph, the same being (l) the article in Engineering
for April, 1879, (8) a translation of a portion of Du Moncel-s
Le Telephone, be Microphone et be Phonographe, published in
1HB0, and (3) an extract from Vol.fi of the year 1079 of the
Journal of the Society of Telegraph Engineers. These articles
describe first recording the sound on stearino. Please examim
the articles, and state what method of recording upon the
stearine was employed.

Objooted to us incompetent.

A. I find all three of the descriptions are practically
descriptions of the same machine, Mr. Lambrigot’s . They all
distinctly speoify that they ure cut, or engraved.

Q115. Were instrumentalities known at the date of these
articles for reproducing the sound directly from the record
out or etigavod in the stearine?

A. Yes, sir; it was a matter of common knowledge at the
“ "r- WUo“'* WirtoMt, n, ln dlr>0_

tic, hod b..„ pM>n.hM. , thlnK th, PMonts ot tBpt tim
ware published.

...llfi. Would any of the reproduclog dovlooo dooorlbod In
Edison's I644 „r lm ^

for reproducing th. soond dlr.ctlj, fro. „OOM

"Ot In M.m„« s taurine, „r r.produo.r of his muted
States Patent Ho. 200,521.?

I A. Yes, sir; both of them would have reproduced equally
us well as the Lambrigot apparatus.

Q117. I don't think you quite understood my last ques¬
tion. What I want to know is, if one had attempted to repro¬
duce the sound directly from Lambrigot's record cut in Him
stearino, would any of the reproducing devices described in
the two Edison patents referred to have bean suitable for
reproducing sound directly from Lambrigot 's stearine record?

A. Yes, sir. The reproducing part of the first cylinder
machine , which is United States Patent No. 200,921, v/ould have
reproduced it very well.

QUO. Oan you say the same as to the reproducing instru¬
mentalities of Edison's 1878 English patebt?

A. Any ordinary reproducing mouth-piece and point that we
were using at the time of the Edison English Patent 1644, if
properly applied to the Lambrigot machine, would have reprocU>o-
ed the talking, perhaps not quite so well, as he had a flat
knife of a peculiar shape to engrave the record; but I be-
lievo that almost any kind of a point would have reproduced
that record.

Q119 . How about reproducing it by drawing the record again
under Lambrigot's recording knife?

A. It would also reproduce the speech if drawn under
the knife that produced it.

Q120. Complainant t s expert witness Mr. Browne testified
in the suit of American qraphophoue Company v. United States
Phonograph Company, referring to Lambrigot's record on stear- »
ins ,

"The resulting phonogram, if it may so be called,
is not then capable of reproducing sound."

Can there be any goubt about Mr. BroY/ne's being
mistaken on this point?

36

A. I am quite sure that Mr. Browne is very muoh mistaken
on this point, because I have made myself records on a Lambrigot
apparatus , with the knife, diaphragm, glass and stearins, all
as he describes it, and have spoken on the same, and afterwards
reproduced it under the same knife, and have got the talking
reproduced from it equally as well as anything that I ever
heard come from a phonograph such as was built in October or
November, 1877.

I would like to refer here to my previous answer
to Q114. I say there: "They all distinctly specify that they
are cut or engraved". On looking over the papers again'; I
do not find this to be correct. They give me the idea, and I
am quite sure from the description of it, that they/are cut
or engraved, but they do not distinctly speoify so.

Q121 . Referring to the correction you have Just made
to your 114th answer, what do you mean by the statement that
the Lambrigot articles give you the idea that the reoords
were out or engraved in the stearine?

A. In one of the articles, it distinctly says that they
were engraved. In another of the articles, it says the vibra¬
tion of the diaphragm communicates its movementsto the knife,
which is acting on the stearine, evidently cutting it, and in
the other, the dixpfexxgmxtxxx vibrations of the diaphragm
are communicated to the plate. This I understands mean
that the diaphragm had on it a thin flat plate, undoubtedly
meant for a knife .

Q122. With the recording instrumentality which is
described in these Lambrigot articles, could any other
method of forming the record in stearine except by cutting
have been employed?

A. I do not think so.

Adjourned for luncheon.

31

Q123. Hov/ doyou account for the fact that Larabrigot,
t after cutting his record in stearins, transferred the record
S to a metallic form for purposes of reproducing the sound?

A. I presume ttuc^he was making a toy, his idea was to
I get a record on metal which could be reproduced an indefinite
j number of times.

Q124. I call your attention to the statement in the Lam-

Ibrigot Engineering article, referring to the recording on
stearine, as follows:

.. *s Pfoperly adjusted and the temperature is

of sive !‘£® Btearl«®. surfaoe the proper degree

of hardness to Insure the best results," etc.

What significance do you attach to that statement?

A. J should Judge that he means there, that he requires
the stearine to be as hard as possible to make a good record.

6.125. I call your attention to a translation of an ex¬
tract from Comptes Rendus, Vol.88, 1879, describing Beleohe-
neau's phonograph. What is the method of recording the sound
described in that article?

Objected to as incompetent.

A. SUtlxx^BX The method employed here is engraving, or
cutting out the record on a solid material.

Q126. Beleoheneau says that he has not reproduced the
sound from the record. Was there any difficulty in doing that
from such a record in 1879?

A. ^rom his description of it, I should think there was
from

no difficulty in reproducing that record.

Q127 . Were reproducing devices knov/n in 1879 which
would reproduce the sound-from a record cut or engraved

on zinc or brass cylinders?

A. Yes, sir; as I have said before, Mr. Edison repro¬
duced from spoh engraved or cut records from the second
cylinder machine in 1877 and 1878.

IQ128. Was any special construction of the reproducing
device required for reproducing records upon different mater¬
ials, whethor embossed cn foil, cut on a soft material like
wax, or cut on a metal?

A. No, sir; almost any xapxmiHEHi reproducing apparatus
would reproduce the records made on either hard or soft ma¬
terial, but of course some kinds of '’points were better than

I others for reproducing, any one kind of record.

Q129 . X call your attention to what purports to be a
copy of an article published in the Telegraphic Journal,
London, November 15, 1879, descriptive of Gamard's phono¬
graph (publication and correctness of copy to be subsequently
proved), and I specially call your attention to the statements
that in recording, "the voice engraves itself on the metal
leaf", and "the rigidity of these leaves prevents their
employment in the American phonograph." What is the method
of recording described in that article?

Objected to as incompetent, aud calling for
secondary evidenoe .

I A. I should judge that these records are engraved on the
metal leaf.

Q130. Do you attach any significance to the statement
in that article that the metal leaves are too rigid to be
used in the American apparatus?

A. No; it is quite difficult to tell what he meauB ub
regards thickness from the words"metal leatfes". We know he
means thicker than tin-foil, but unless he had a plate that

was very much thicker than what I would call "metal leaves"
American

it could have been used on the phonograph by bending it into
shape, as I have described before.

Q131 . Do you mean embossed or engraved on the American
phonograph?

I mein how would he have used it on the American phonograph.
Would he have embossed, or engraved the record?

A. If he had bent the leaf round to the shapo of the
cylinder and put it on the cylinder as I have described
before, he would have been able to engrave, or out, in, a
phonograph record similar to the one that he describes here
as ingraved on a flat leaf.

Q132. I call your attention to another description of
the oaraard phonograph contained in Du Moncel's Microphone,
Radiophone and Phonograph, Paris, 1882, a translation of which
I show you . Km What do you find is the method of recording
stated in that description?

A. I find the method employed here is that the sound is
engraved deeply on the metal sheet.

Q133. Do you understand that the record was out or em¬
bossed?

A. Decidedly not embossed. It was cut, or engraved.

Q134 . I call your attention to the U. 8. patent to Rey¬
nolds No. 287,166, granted October 23, 1883. What is the
method of recording speech and other sounds described in that
patent?

Objected to as calling for secondary evidence.

A. The method of recording is to cut into the edge of

a b± xix moving strip of metal by a rotary cutter. The mouth¬
piece carries a diaphragm, is the center- of which is connected,
in suoh a manner that it presses the strip of metal against
the rotary knife more or less according to the vibrations of
the diaphragm oaused by the voice. This cut-out record is
designed to be afterwarda passed under a reproducing diaphragm
in the ordinary manner, from which I infer that any ordinary
reproducer of the time would give back that record.

Q135. Defendant's expert, Mr. Browne, referring to this
Reynolds patent, in the suit of American Oraphophone Company

140

v. United States Phonograph Company, and apparently without
having tried the apparatus, testifies that this proposed
method is wholly impracticable. Do you agree with this
opinion expressed by Mr. Browne?

A. No, sir; X think it is a very good and practical idea/
Q136. I call your attention to Edison's United States
patent No. 227,670, granted May 18, 1880, and especially to
the machine shown in figures 3 and 4 of that patent, and de¬
scribed in connection therewith. Please state how the record¬
ing and reproducing instruments of this machine are supported
with relation to the recording surface .

Objected to as calling for secondary evidence.

A. The recording anu reproducing apparatus, when in use,
res tf against the material on the cylinder. They are held in
position by an arm which is pivoted on a stud. Pivoted on
the same stud is also a rack, which engages with a screw-thread
on the cylinder when the operator allows the recorder or re¬
producer to be in position . Mr. Edison's idea, with this
machine, was to be able to dictate to the machine, stop at
any time by pulling away the recorder, the cylinder rotating ,
and when he allowed the recorder to touch the material on the
cylinder again, it would do so at the same place that he had
left off talking. The same with reproducing. The sleeve
arrangement was provided with an adjustable Bpring, so as to
put Just the right pressure on the material that was being cut
or indented .

Q137. In that machine, what is the thing that limits
the forward movement of the recording or reproducing point?

Same objection.

A • There is nothing th limit the forward movement of
the recording or reproducing point except the material on
which it is recording or reproducing.

41

Q138. Bo you find ony statement of this fact in the
patent itself?

49

A. Yes, air, I find here, lino^Sflt, p. 2, which says,
«wiix±hsxdiKph*HKBixxMdxax3cx "and a sprang serve to turn the •
tube, the sleeve and the diaphragm and arm with sufficient
force to bring the point B. to bear upon the foil with the
required force", I remember also, as regards this machine,

Ithat it was Hr. Edison's intention in this dictating machine
to have no adjustment, so that if the material on the cylin¬
der was untrue, the recorder or reproducer would follow the
contour of the cylinder.

Q139. In the first of the two patents on which this suit
is based, Ho. 341,214, a phonograph is described wherein the
recorder or reproducer is carried by a pivoted arm set in an
inclined position, the recording or reproducing point resting
against the recording material by gravity. The patent says
that the weight causes the recording style "to imbed itself
to the proper extent in the recording material". It also
says:

"The sonorous vibrations impressed upon the style are
so rapid, as well as so minute, that the record is made as
perfeotly as if the recorder were held positively, while at
the same time the recorder can be moved bodily to conform to
the unevennass of the surfaoe of the tablet, and thus keep
unfiDom the depth at which the style operates."

Bo you, or not, find that method of operation embod¬
ied in the construction of the machine shown in figures 3 and
4 of Edison's patent Ho. 227,679?

A. Yes, sir; it is practically the same idea. Mr.

Edison would have used the Bame method if his cylinder had
been running horizontal instead of vertical.

Q140. 7/hat do you mean by the same method in the last
answer?

A. I mean the method described by you as being contained
in patent 341,214.

42

Q141. Is any difference in the principle of operation
produced by using a spring, as Edison does in his patent,
instead of a weight to throw the point against the surface,
us Boll and Tain ter do in their paten t?

/U No, sir; I consider the effect is exactly the same,
but the spring is necessary beoause of the position of the
recorder in Edison's machine.

Q142. What , then, did you refer to by the word "method"
in answer 139?

A. I mean that Mr. Edison would have used gravity in¬
stead of the spring just dhe same as you hnvo described as
being used in patent 341,214.

Q143. In the Bell and Taintur patent Mo. 341,214, some
claims are based upon the fact that the machine has a taper¬
ing recording point, which produces a groove with walls slop¬
ing inwardly toward each other at the bottom of the groove,
ana that, by reason of the movement of the point into and
out of the material, hhc groove is narrower in the retracted
position of the point than it is in the forward position of
the point. \?as there anything new in this form of record
as late as June, 1835, when the application for the Boll
and 'Painter patent was filed?

Counsel for complainant objects to so much
of the question as purports to be a statement of the
basis of certain claims of the patent, on the ground
that the statement doOB not specify the claims and
does not, in the opinion of complainant, s counsel,
correctly state the basis of any claims in the pat¬
ent .

A: Ho, sir.

(J144. How early did you know of phonograph records
formed with tapering points and having these characteristics?

43

J Objected to as immaterial,

j A. ?he earliest phonographs were .supplied with points
that had these characteristics .

$145. Was it usual or unusual to employ tapering re¬
cording points on the phonograph, which formed grooves with
sloping walls, and of different widths according to the
movement of the points?

Same objection.

A. I„ the early days of the phonograph, it was the
com nonest point that we used..

$146. How about the tin-foil phonographs that wore manu¬
factured and sold by Rergmann? Pid they have tapering points

AxxxJtexsfxxixxxx Same objection, and also objected to
as calling for socondary evidence .

I A. Yes, sir.

$147. And did those points form a groove in the tinfoil
in recording such as I have described in Q143?

Objected to as immaterial.

A. Yea, sir; they couldmt make any other kind of a
groove,, as they wore JraxiiHdxaH* .manufactured .

$146. Po you find tapering recording points, making such
grooves in recording, in Edison’s U.S. patent Ho. 200,531, or
3S22? 227,679, or in his English patent 1644 of 1878?

Same objection; also objected to because the.
patents speak for themselves.

A. Yes, sir.

$140 . Ware you acquainted with the graphophone manufac¬
tured by the American Qraphophone Company and put, on the
market by the North American Phonograph Company in I860?

A. Yea, sir; I was ’.veil acquainted with it as far as
having worked and experimented with it.

1

44

Q180 . That, if any, advunca in the art, did that machine
show over what you were acquainted with through Mr. Edison’ s
work from 1077 to 1881?

A. I do not think that there was any advance in the

art of recording and reproducing speech. Thoro was a novel

outside

design and a method of listening which shut out all othoj^
sounds; but in the BxskijuiHxShaiix graphophones that I saw
at that time and hart anything to do with, there were much too
many other sounds, besides the talking, in theta.

Q131. How do yob account for the fact that fir. Edison
only put upon the market, prior to 1887, a phonograph employ¬
ing a metallic foil, upon which the record was embossed?

A. Mr. Edison never considered that the tin foil phono¬
graph was good enough in any shape that he made it, to act
as the commercial phonograph of the future. Almostja year
had been spent in the early days in trying ho record and repro¬
duce the finest hissing consonants. This we had beon able to
do, ns I remember it, better in the wax than in the tin-foil,
but in the reproducing on the wax, ho finally came to the con¬
clusion that 7/hilst they were there, they would not stand any
we ar mid probably wore gone after the Tirst reproduction .

There seemed to bo a large market for the tin-foil phonograph
in the shape thajwe had it in 1878, and he allowed them to he
put out, and a great many -were so put out for exhibition and
illustration purposes. It was not until t!r. Edison had found
a material similar to wax which w as of the requisite hardness
to bo able to hold those exceedingly fine vibrations so as
not to lose them under the point of.the reproducer, that he
finally decided that a cylinder of hard soap as a- recording
tablet was really a very practical thing

Q.162 . If, in 1878, you vie re in position to build a phono¬
graph which would record and reproduce as well as the graph-

it put such a machine upon the

ophoue of 1808 , why did you no
market?

A. In 1678, as I remombor it, we did not consider
any KKBkiHK record of spc-eeh valuable uhIobs it could be repro
I dvoad a,,d list9n0d to without the use of listening tubes,
n-s were always trying to get a substance that would allow us
to record and reproduce in about the same tone of voice as
a person speaking. If we hud thought of the listening tubes,
as they are now used, at that time, it is very probable that
they would have had the soap cylinder very shortly after that.

Qiri3. How do you account for the increased business
and grophophono

activity in the phonograph since 1888?

A. I think that is easily accounted for hy the fact
that about that time there was somewhere in the neighborhood
of a million dollars put into the business of making them.

That had a great deal to do with their introduction.

Q154. Did the tin foil phonographs which were made for
exhibition and illustration purposes by Bsrgmunn require the
use of listening tubes?

A. Mo, sir; you could hoar the sound without anything;
but if they were giving an exhibition in a hall, they used a
conical horn, and I think one was supplied with each phono¬
graph .

Q15f>. How did the graphophono of 1888 compare in the per¬
fection of recording and reproducing speech with Edison's
apparatus of 1878?

A. The general shape and design of the machine fitted it
more for business purposes than any of the old machines at
that time, but the recording and reproduction of speech
was no better in any way, and no advance at all in the art.

Q13S. V/ere you acquainted in a general way, with ;:r.
Edison's experiments in 1888 or 1889 leading up to the pro-.
abtgtiaHxafcetfaaxKMmxBxitnw

uction of the soap cylinder?

A. Yes, sir.

0127. ’.That did Hr. Edison's invention in that direction
accomplish in the talking machine art?

By the experiments 0f that time on different material
recording aud reproducing speech, he produced what I
should call a soap cylinder, which is exceedingly hard com¬
pared with any other Jut non-motallio substance that we have
ed before, and one which had very much better qualities
[ <hou any parniiine or wax combination that wo havs ever tried.
It is the only material that I know of from which you can re¬
produce the finest hissing consonants. Whilst from many other
materials you con understand quite wall the speech that is
reproduced, this material will reproduce the finest hissing
sounds when they have been whispered through the recorder.

I consider the soap cylinder that Hr. Edison has now got as
the greatest advance in the art at present .

Q1§C. Were the graphophones and phonographs -which used
wax or wux compositions prior to Hr. Edison's production of
the soap cylinder defective in respect to reproducing the hiss¬
ing consonants?

A. A great many of them were defective from that; many
others wore defective from other causes, such as difference
of temperature would affect them; shrinkage, cracking; there
'.vo re a very large number of things to be considered besides
having the material par excellence for recording and repro¬

ducing speech.

Q169 Ivas the graphophone of 1880 defective in reproduc¬
ing the hissing consonants?

A. I consider it was very defective. I experimented
for quite a long time on them, using their cylinders, and there
was generally so much noise in the machine other than the

talking, that it was very difficult to tall whether the hiss-
| ing consonants were there or not.

Adjourned until tomorrow March 17,1696, at 10:30.

4G

I New York, March 17, 1096.

5 Met pursuant to adjournment.

Present counsel as before.

CROSS EXAMINATION BY MR. MAURO.

I XQ160 . Burins the time the phonograph work was going on
Jin 1877 and 1878, ware you in a position to have personal
I knowledge of all the experiments that were tried?

A. Buring the experiments in 1877 and 1878 up to about
iTuly, I was in a position to have known all the experiments
that were tried by Mr. Edison, but there were probably very
many that he tried that I knew nothing about, and there were
undoubtedly many that he tried that I did know about, but have
forgotten.

XQ161. Burlng the period mentioned in your last answer,
that work was oarried on from day to day in a systematic man¬
ner, was it not?

A. Yes, sir.

XQ162. Was there a particular room or place devoted to
experimental work on the phonograph?

A. The majority of the experiments were tried in one room.
It was 100 feet long and 25 broad, but when the experiment
required anything to be done by machinery, that was done din
the floor below, or in another of the buildings.

XQ163 . This work, I understand, during the time mentioned
in Answer 160, constituted your principal work, did it not?

A. I should call the phonograph work my principal work

during the latter part of 1877 and the early part of 1878.

the

But I also did a great deal of work onAtelephone and electric
h±x light, as well as many other experiments for Mr. Edison.

XQ164 . You have fixed the summer of 1878 as the time up
to which you were in active charge of the phonograph work.

149

Please state what connection, if any, you had with phonograph
experiments after July, 1878, up to the time of your first
visit to Europe.

*x

A. Prom about July, 1878, I was giving my attention par¬
ticularly to the development of the electric light. But
whilst I did not direct any experiments on the phonograph
after that time, we xa xxxxkxx always had such experiments
going on, especially at night, and I saw them.

| XQ165. Do you recall anything in the my of phonograph

j improvements that was developed after July, 1678,' an^ before
your first departure for Europe?

A. There might have been, but I do not recall any at
present .

XQ1G6. The high water mark of development was reached
about July, 1878, was it?

I A. I could not say that, because it was in the hands, at
that time, particularly of Mr. Johnson and Mr. Bergmarm.

XQ167 . Was Mr. Bergmanu engaged in experimental work, or
was he simply a manufacturer?

A. In this case he was themanufacturer, but his shop was

Ian experimental shop, and I have the impression that Mr. John¬
son had a large number of experiments made there on the
phonograph .

XQ16S. After you turned your attention to other linos
of work, the phonograph experiments were in the hands of Mr.

Johnson, ware they?

A. I don’t know that they were put there particularly;

I know that Mr. Edison experimented a great deal on it. I
can only tell of the experiments and work that was done
under my personal supervision. The work done afterwards
I do not know much about .

XQ169 . You have spoken of a trip to Europe in 1881 .

"'n" — — • --"."V - -

50

Did you not make a short trip to Europe prior to 1881 and afte
the summer of 1878?

A. No; I believe I left here in February, 1801, coming
back in May, 1881, and then returning to Europe in August,
1881.

XQ170. 7/as one of the objects of your trip to Europe
to introduce the phonograph?

A. Mo, sir. I did incidentally exhibit it in Paris,
but it 77as only as one of the many inventions of Mr. Edison.

XQ171. What form of machine was exhibited there?

A. I am not sure whether it was one of the cylinder ma¬
chines made by Bergmann, or one made in the laboratory, but

it was that general form of machine, as I have described it
made

as being^about the time of the second cylinder machine.

XQ172. That is, a machine with a grooved cylinder, mak¬
ing records by bending or embossing metal foil or other
pliable material?

A. Yes, sir; that is the machine.

XQ173. When you returned from Europe in 1884, did you
find any advance made in phonographic work; that is to say,
anything substantially different from what you had seen before
you went away?

A. When I returned, I know Mr. Edison- was 'experimenting
on the phonograph, but just what those experiments were, I
cannot recall no w. I did not occupy myself with his experi¬
ments, except in the factory that was especially adapted for
electric lights; as this was owned by himself and myself, I
gave all my attention there.

XQ174 . You have stated in your direct examination, A6,
that you worked with Mr. Edison for about two years after your
return from Europe in 1884, on phonograph work. When did
that later work begin?

151

A. An nenr as I can tell, somewhere in 1806.

XQ175. Vo you remember when you first saw a graphophone?
A. I can't give you the exact date of it, but I think X
saw one exhibited at some hotel in tjfw York. I could not give
you the date. That was before I knew anything about the
Lippincott business.

XQ17G. Did you have occasion to go to Mr. Bargmaun's
shop in 1885 and 1886?

A. Yes, sir.

XQ177 . Bid .you know of any graphophones being made there?
A. Ho, sir.

XQ170. Referring to the first experimental apparatus
made by you, and to the first experiments with that apparatus,
T understand that you used a strip of condenser paper, which
was material you happened to have at hand; Is that true?

A. Yes, sir. We had a great deal of that condenser paper.
Of course the strip was not ready made. We had to cut it
from that. I should judge the sheets were about three feet
long by about eighteen inches wide.

XQ179 . And from those you out narrow, strips suitable for
the size of the xkxxbx groove in the baeo of the apparatus;
is that the case?

A. Yes , sir; when we used that paper.

XQ180 . I suppose you used that paper because itvas
the handiest thing with which the experiments you desired to
make could be tried?

A. Yes, sir.

XQ101. It was not specially prepared for that purpose,
except in respect to cutting it up into strips?

A. No, sir; it had been prepared for another purpose, but
when Mr. Edison told me that he wanted to cut out a record
on the paraffine paper, I immediately remembered that he hod
the condenser paper, and made the stri p. We afterwards used

62

a atrip of bibulous paper, about a half inch wide, of which
there was a great deal in the laboratory, and coated it to
the thickness we wanted it with the paraffines and waxes. The
use of the condenser paper was aimpjty the easiest way to try
the first experiment.

XQ182. Was the automatic telegraph paper a material
that was coated with paraffine?

A. No, sir; not the paper that I speak of. We had two
kinds; one of them ’"as a soft paper that had to be soaked
with a solution and was therefore bibulous; the other had to
be perforated, and was therefore a more highly calendered.
Neither of them, as I remember, needed to be paraffined for
the special purpose for which they were designed.

XQ183. In describing your first experiment with the
first apparatus in A8, you Bay, "We got some of the old
automatic telegraph paper, coated it over with wax, and I
pulled it through the groove while Hr. Edison talked to it".
Is that your present recollection of the first experiment,
or would you say as you have stated in an^swcr to previous
cross questions that you used a Btrip cut from the paraffine
condenser paper?

A. There is a slight mistake there. The condenser paper
belonged to the old automatic experiments. As I remember it,
the first experiment was with paper cut from this condenser
paper.

XQ184. After experimenting with paper coated with paraf¬
fine, and before you got a cylinder machine made, you tried
tin foil with this first apparatus, did you not?

A. I believe we did. But I cannot Just reoall any strik¬
ing experiment with tin-foil on that apparatus.

53

IXQ1B5 . Tti us itij; tin-foil in that apparatus, did you Hake
groove in the block opposite tho recording point?

A. No, air, I never remember making any such groove, nor
ver remember Edison making any such groove.

XQ1BC; . In describing this apparatus, in answer to Q15,
you state that there was no space on the flat bottom of the
groove which would permit the strip to bo indented bodily
into the space without cutting away the wax; do you v/iBh it
to be understood that unless such a groove were provided,
tho operation would necessarily be one of cutting rather than
indenting?

A. In that particular case, I mean that there was no such
groove, but whether there was or not, the strip that we were
talking about in that question, would be cut and not indented.

XQ187. What I wanted to find out ie, whether the presence
of a groove in tho support for the recording tablet was re¬
garded as essential in embossing or impressing a record on
soft material.

A. I believe I.'r. Edison regarded it at the time as essen¬
tial when he was embossing a thin metal foil.

XQ1SB. Eo you recall any experiments in the direction of
impressing a thread in soft paper, such as described in Mr.
Edison's patent No. 200,521, and illustrated in figure 3?

A. I do not remember myself to have made any experiment
like that.

XQ189 . The plan in that case was to lay the thread in
a sinuous line by the vibration of a recording point on a -
soft strip of paper, and then press the thread into the paper
between rollers, so as to obtain practically a mould of the
rocord in the paper. Can you conceive of any difficulty in
obtaining an impression in soft paper by such means?

A. I do not know; I cannot give any impression of just
how it would work. I do not remember to have tried the expar-

154

iment myself.

XQ190 . You would understand from the drawing that the
roller on which the paper reBts is flat, would you not?

A. Yes, sir; the drawing shows it flat.

XQ191. Suppose the paper we re coated with paraffine;
should you see any difficulty in obtaining the impression of
a thread in the manner there illustrated?

A. I do not see any difficulty.

XQ192. Are not wax, paraffine and like substances,
very suitable, from their nature, to receive embossed or
impressed designs?

A. Yes, sir; if you warm them to the right consistency.
XQ193. You would say that unless so warmed; they were
not suitable to receive embossed or impressed designs?

A- I think you would get the best effect, if you were mak
ing an impxHx embossed impression from a design, by softening
it so that it could be easily pressed into all the surfaces.

XQ194. Isn’t it quite possible, even with metals, such
as copper and soft Norway iron, to obtain indentations by
embossing or impressing a tool upon the surface?

A. Yes, sir; if the metal is thin enough.

X Q19 5 . How if the metal be thick?

A. I do not know what thickness means, but you can
emboss a Xhixk metal thicker than foil if you have power
enough to do it .

XQ196 . Can’t you emboss metal, such as copper or soft
Norway iron, by the power which agitates the diaphragm of a
phonograph in talking to it, or making sounds in frontof it?

A. Yes, sir; if it is in the shape of foil.

XQ197 Suppose it is in the shape of a plate an inch
thick?

A. No, sir.

55

XQ198 . Does it take less power to out a record out of
copper or iron than to impress one in it?

A. X think deoiaedly bo when the metal is moving.

XQ199 . Bo you wish to be understood that in the experi¬
ments in which paper coated with paraffine wa* used, the plan
was to cut out a, record, and not to emboss the record in the
material?

A. Yes, sir; generally. We may have embossed records on
very thin paraffine paper, but I do not remember it.

XQ200. You have, in your testimony, drawn ayistinction
between the method of impressing or embossing a record, and
the method ofoutting.in which the material is carried a-way
by the cutting tool. Was that distinction in your mind at the
time of the experimental work in i8X8 1877 and 1878, or did it
arise out of the more recent developments in the art?

A. No, sir; it was the autcsnaaxsX Intention, in the first

knowledge,

experiment, to cut out the reoord, and it was very common^
shortly afterwards, that such a record could be cut out,
because we found other people doing it.

XQ201. And when you used metal foil, your intention was
to emboss the record was it?

A. Yes, sir.

XQ202 . Referring to Mr. Edison’s sketch of September
7, 1877, will you please read the legend that appears under
the sketch?

A. "The ridge X might be of paraffine or other substance
which would emboss easily."

XQ203. Are you able to state whether that sketoh wSs
made before or after your first experiments v/ith tho first
apparatus?

A. It was made before, or on, September 9th.

XQ204 . You are not able to locate it with reference to
the experiments?

I!56

A. I locate It as one of the. early experiments on that
ran chine. I believe it v/as made HXxxhaiiixxx on the date.
Certainly not after that .

XQ80b . With reference to all these experiments n/jd dntes
I understand that you are testifying entirely from recollec¬
tion, except so far as your memory is refreshed by the
sketches and memoranda to which you have referred in your
testimony; is that the caso?

A. Yes, air.

XQ206^. some of the sketchos put in evidenoe are on
loose sheets, and others are in bound scrap-books. Will you
please state whether the sketches on loose sheets were pre¬
served in books like the others, if you know?

A. I think they are all of the same kind; leaves of
similar books which had somewhere about fifty panes, and
were marked on the axx outside with their number, and tho
words "Laboratory of Thomas A. Edison" on them.

X0.207 . These loose sheets like the one last referred to
were HxiginaX3:xx4nx at one time in books from which they have
now been removed. Is that the case?

A. Yes, sir.

XQ208 . Have you personally, and before giving your testi¬
mony, looked through the volumes containing laboratory records
for the purpose of finding such as bear upon the subject oC
making reoords in waxes and similar materials?

A. No, sir; tho books that I refer to as laboratory
notes of Edison I believe have feHRnxaiix all had their
leaves separated from them. 1 think to use in the telephone
cases . I have seen softe of the sketches as they are here,
in this office, and looked at them.

XQ209 . But you have not made a systematic and thorough
examination of the laboratory records relating to phonograph
work generally, have you?

87.

A. No, sir; I don«t believe that I have seen these records
since 1880 till I saw them in this office during last week.

XQ210. Referring to Prof. Mayor's artiols in Popular
Science Monthly, I understand your opinion to be that the
impressions referred to in the last paragraph of that article
as being made on a cylinder of soft Norway iron, could only
have been made by cutting them out of the surface of it, and
I refer hare to your answer to Q44. Was there no other way
known to you by which Mr, Edison proposed to make impressions
upon metal?

A. Yes, sir. But none on such metal as that.

XQ211. Was not one of his plans to make records by
stamping?

A. I believe there is something in his caveats or pat¬
ents about stamping, but I do not understand that to apply to
the question of tho record made by the sound of the voice on
the diaphragm.

XQ212. This article contains a very elaborate and full
description of the tin-foil or Indenting phonograph. The only
reference I find in it to the use of soft Norway iron is in
these words:

"Mr. Edison also states that impressions of sonorous
vibrations have been made on a cylinder of soft Norway iron,
and from these impressions have been produced the /sonorous
vibrations which made them."

Do you state, as one skilled in the art, that that sen¬
tence discloses a method of cutting out a record of sonorous
vibrations in soft Norway iron?

A. To me it would indicate that he cut out the record. I
would say that in most of those articles the nomenclature is
not what I should consider correct. I do not believe that
there was evor any tin-foil simply indented; it was embossed.
The difference that I see is this; when a metal is embossed
it must have a raised surface on one aide, and a corresponding

58

hollow on the other side. If it is a solid piece of metal
it must either be cut out, or the point driven in so as to in¬
dent it, and the metal come up at the sides. Unfortunately
everybody talks of Indenting on a phonograph, but we know
that all our first experiments on soft yielding materials
that were non-metallic , were certainly cut-out records.

XQ213. Am I to understand that the words "impressions of
sonorous vibrations .... made on a cylinder" convey to your
mind the mxjutx meaning of a groove out out of a cylinder?

A. No, sir; I do not so understand it. Those impres¬
sions, under the microscope, might not at all look like a
groove excepting that they would take a general spiral form'
around the cylinder.

XQ214. Would those words imply -to your mind that the
material of the cylinder had been removed in the process of
makingthe record?

A. Yes, sir; in that particular case.

XQ215 . What is your understanding of the meaning of the
word "impression"?

A. I consider that Prof. Mayer saw on that cylinder
something in a spiral form that looked like a phonographic
record .However it had been made, ha simply used the word
"impression" as the best word he knew to explain what he
wanted.

XQ216. What makes you think that Prof. Mayer saw anythin 5
on a oylinder of Norway iron, or ever saw such a cylinder?

A. When I made ray last answer, I was under the impres¬
sion that you were speaking about Mr. Mayer. But I see now
that the article itself says Mr. Edison also states this.

My understanding of the word "impression" in this case is,
that he simply means that he got a reoord from sonorous vibra¬
tions.

59

XQ217. When, in y0Ur last answer, you say, you were
I "under the impression”, you mean that something was impressed
upon you, and not that something was dug out or you, don't
you?

A. I should rather say that you gave me the idea:thut
Mr. Mayer was saying that Instead of Mr. Raison.

XQ218. Didn't you rather get that idea from the way in
Jjwhi oh Mr. Dyer put his Q41, which you had under your eye at
|| the t ime .

A. I was under the impression that you were speaking of
what Prof. Mxmc Mayer said, and not of what Mr. Edison said.

XQ219 . In yofir answer to Q44, you state what your under¬
standing of this paragraph would be "if there was nothing
there but the Norway iron", and in answer to a previous ques¬
tion, you make a somewhat similar qualification. Is it your
idea that in this paragraph anything is omitted whihh should
have been stated to make a complete description of the Norway
iron experiment?

A. I had in mind then that the cylinder of Norway iron
Jmight bo coated with some substance, and a record made that
could be etched in by aoid; that is the reason why I say "if
there was nothing there but the Norway iron".

XQ220. Referring, to "Defendant's Exhibit Laboratory Record
December 28, 1877" you say that you consider the last line of
that rocord, which reads thus: "Gutta-percha sheet is 1st
for indenting" , to mean that Mr. Edison "had out out
little Indents in the gutta-percha" . I quote from your answer
to Q81. What reason, if any, have you for thinking that the
word "indenting" in this sentence is used in a different sense

from that in which it is used in the sentence immediately
says:

preceding it, where Mr. EdisonAxNBxitxxaiE "sheets of indented
or embossed music may be sold cheaply by producing them by

60

stamping from a die or mold, etc."?

A. I have no reason to believe that Hr. Hdison intended
the laBt line on that exhibit to be in any way different from
the other part of the sheet, but in my answer to Q79, J did
not notice that that particular item might possibly have re¬
lated to a process ho there described for making a record.
XQ221. In vvh/it sense, now, do you understand the word

I "indenting" to be used in the sentence "Outta-percha is.SxxxX
class fbr indenting"?

A. On reading the exhibit through, I should consider that
ho there explains a method of copying easily a phonographic
record and reproducing it from such copy. It seams to me
that the tijwI "gutta-percha" at the bottom, ho considers a
good material to make these «xxx*xkh|i±rbxxx cheap copies
from.

X(i282. In giving your interpretation of the meaning of
this sentence in your direct examination, you did not read the
whole paper, aid you?

A. Mo, sir; when the sheet was given to me, I supposed
that the gutta-percha was used to make a record on in the
phonograph itself. I said at that time that I didn't over
remember making a cylinder of gutta-percha.

XQ223. Suppose gutta-percha were used in the phonograph
to make a record directly; would such rocord necessarily be
cut out of the material, as distinguished from being impressed
in it?

A. I think it would be very ii±££i:aitik*xxx difficult to
cut it out, but I think it is the only way you could make a
I'ecord on it .

XQ224. Wouldn't it be quite possible to soften the gutta¬
percha by hot air. or the heat of a lamp immediately udder the
indenting point, and so make it suitable for receiving an im¬
pression?

I A. I think it would be quite possible to do as you say,
under certain conditions; but it would be difficult to make it.
stay that way. On the other hand, gutta-percha ought to have
- something else mixed with it to make it a suitable material
for cutting out. In ray opinion, it is difficult to either in¬
dent or out an impression that would be a practical record oii
I the phonograph.

I XQ225. should you say that the proposition to employ
1 3®Ma-P«rcha directly in the phonograph wou ld of necessity
| imply the idea of cutting out the record in it?

A. Whilst I think you can cut a better record than by,
uny other method, I would not say that some other method could
hot be employed with eutta-peroha.

XQ82fi. You have testified with reference to certain mat¬
ters explained in Mr. Edison's caveat No. 77. Bid you read the
'hole description of that eh xsxfcX caveat before testifying?

A. No, sir; I have only seen the portions that were point¬
ed out to me.

XQ227 . You did not then xx read the following sentence:

P0?01, may be coated with gutta-percha or substances
.vnich become soft by heat, then in the act of indent inr,
it may bo rendered plastic by heat, either by hot air or a
small lamp under the cylinder or plate."?

XQ226. And you don't recall any experiment of that nature?

A I do not.

XQ229. With reference to this cavoat, you have testified
in substance that fibres 26 to 3a show what you have referred
to as "all kinds of indenting and cutting points". The only
description I an able to find of these figures is in the
words tHat thoy "show different indenting ana reproducing
points". Is there anything in the figures themselves, or in
the description given of them, to indicate which are indenting I
and which are reproducing points? |

I A. There is no description in the caveat that I can find
thut tells what each particular point is for; but I should
judge from their looks, and from the fact that at that time I
made many cutting points, that many of them were for cutting
out records.

.Adjourned for lunch.

XQ23o. Referring to the two sketches of February 20,
and 22, 1878, representing talking clocks, I understand that
these represent merely the devices upon which the record was
to be reproduced. Is that corroct?

A. Ves, sir.

XQ231. How far did those clock experiments go in the
direction/of making complete machines for announcing the
hour?

A. Those experiments were quite extensive, but thut
part of the work was turned over to XJih a clock company,
and I do not know ho v/ far we proceeded with it.

XQ.232. Did thut company ever put talking clocks on the
market, as far us you know?

A. Hot that I remember.

XQ233. you say that in later times, many thousands of
just such machines as that were made for dolls. What date
hud you in mind?

A. It was much later. I cannot give the exact date,
but it was just after vie built the phonograph Works.

XQ234 . That was sometime after your return from Europe
in 1884?

A. Ves.

xq,23r>. Tn the laboratory record of December 28,1877,

Mr. Edison says: "I propose to apply the principle of the
phonograph to various purposes, Buch as cast wheels, or
wheels containing electroctyped embossed indented and other
metallic bands", and among the uses ho speaks of is clocks

63

to call the hour. Eo you recall any experiments in which
metallic bands were furnished with a record by electro-
typing or embossing, or by the method referred to in the last
Part of the sentence, namely: by stamping from a die or mold?

A. I remember Mr. Edison making many experiments on

I electro-typing fr->m a waxed cylinder that had been cut on the
phonograph. This, hov/ever, was not employed for clocks'. I
remember Mr. Edison Hsksdxmax in his experiments has made
I rings , similar to these wheels he speaks of .from an indented
or embossed foil, and this backed up by other material to make
it solid.

XQ236. If I understand your testimony, you mean to say,
that at the date of the sketches of talking clocks, or about
that time, you had obtained reoords in metal, and specifically
in copper sheets by the direct action of the phonograph?

A. Yes, sir.

IXQ237 . With records obtained in metal by the direct
action of the phonograph, what means did you resort to at
that time ±±& to determine whether or not the records had
actually been made?

A. We knew the records had been actually made, beoause
we heard them reproduced from. We also examined them under
a microscope under .which they were plainly visible.

XQ238 . After hearing the records reproduced, it wouldn't
of course be necessary to xxmaxx the microscope to show that
the records had been made, would ft?

A. No, sir, but the microscope gave us what the record
could not give; the shape of the little cut-out places; and
sometimes we might be able to make it better or worse by al-
I terijig the cutting point.

XQ239 . In Mr. Edison’s caveat No. 77, hKxxaxsx which was
signed

Sa*HiAPebruary 28, 1878, he says: ”1 will mention that my lat-

64

I[Ust experiments prove that it i3 not necessary that grooves
should be used opposite the^indenting point, aa a cylinder or
Plate of polished metal, taHKx^or other materialmay be used,
and thick foil or sheet metal taid upon it to receive the
indentation." Should you understand that statement to refer
to the method of impressing or embossing the material acted
upon?

A. Mo, sir, I Bhould understand that to mean really and
| truly an indent. I think that is the first time we have had
I it in this investigation. If he uses a thick foil on a flat
I surface and a dull point, he will truly indent the tin foil.

If he uses the thick sheet of metal, I should say that ha took
away the material, or out it out.

XQ240. By true indent, you mean an operation in which
no material is removed?

A. Yes, sir; an operation in which no muterinl is removed
on the opposite side; that is, it is not embossed.

XQS241 . Mr. Edison goes on, in the same paragraph, to say:
"I will mention that I have succeeded in engraving the inden¬
tations in metal from looking at an amplified record, and have
succeeded in producing musical notes by drilling numerous
holes close together around cylinders." Would you understand
in that sentence the word "indentations" bb meaning what you
have described as a true indent?

A. It seems to me there are two different things there;
one is an engraved record, and the other is a record made by
drilling a lot of holes in a substance at certain distances
from each other, as copied from an amplified record from the
phonograph. The record that was drilled is certainly cut out,
as also the one that was engraved. But I do not understand that
either of those was made on the phonograph.

IXQ243. Referring to the Brooklyn Times article, and
particularly to the,, portion quoted in Q47 , you have stated
that as one skilled in the art you would have understood that
description to indicate a record which was scraped or cut.

Bo you mean to say that that description, iri and of itself,
would convey to one skilled in the art at that time, a dis¬
closure of the operation of cutting out sound records in a
copper sheen?

A.. Vos, sir; I do not understand how anybody skilled i ti
j tho art could say that that was anything but a record in which
[the material was cut out and taken away.

:CQ!M3 In other words, given a mark so slight that a
four hundred power microscope couldn’t detect an indication
of it, and yot which would talk audibly at a distance of thrao
hundred feet, you mean to say that tho irresistible inference
[ would bo that that invisible mark xiiHiHxbKx was cut out?

A. I think so. You must remember that this was made with
a fine needlo point .

XQ244. Has the Brooklyn reporter, as a matter of fact,
given a veracious account of that invisible but vociferous
mark?

A. I cannot tell at tSmifc: this date. I think he has
given very generally what we all thought at the time, and
knew at the time, that an exceedingly fine record, if made
on a solid hard metal, could bo heard for a long distance.

XQ245. Ab a matter of fact, can you say of your knov/1-
edge that a record which couldn’t bo detected under a four
hundred power microscope, could be reproduced so as to be
audible at a distance of three hundred feet, or at any dis¬
tance?

A. As a matter of fact,! tat have known a record to be
reproduced quite Htahttjc audibly, when the ordinary microscope

66

which v/q had in the laboratory, which I presume wasVa four
hundred diameter microscope, did not show anything but a line
on the metal.

XQ24S. But this article says that the microscope galled
to detect the slightest mark, should you nay that was jan
accurate description of what actually happened?

A. 1 do not know of my own knowledge Just what this re¬
porter huct shown to him. X do know that records that wxxe
could not be detected as records under the microsoope, did
.''ive good talking. I think it is very likely there was a
mark on the sheet copper, but as we expected to find little
cut-out places on the sheet copper as a record of any speech,
a small mark there would not be considered as part of it..

Of course it is quite necessary, in order to get good speech,
that the vibrutions of the diaphragm should be recorded in
their backaard movement as well us in their forward movement,
and when one of these sheet coppers was being recorded on,
it would still continue to cut a little line, even when you
had done talking. If the talking was perfect, it v/ao noces-
sary to do that.

XQ247. You have referred to ’•’ig.l, of Mr. iCdisoms patent

No. 221,679, as showing removable cap plates for the bearings
the

of x ^cylinder shaft. Does that figure represent the contriv¬
ance you had for removing the shrift when you wanted to
slip rings on and off the cylinder?

A. Xxx Of course, xftBH at the date of the experiments that
I spoke of, it was not always necessary to take -thlr.xHHixx
the shaft out from the bearings, as in those experiments wo
did not wish to put it on to another machine.

XQ249 . To remove a tubular record from a machine like
that, it would be necessary, -would it not, to remove both cap
plates and lift the shaft out of the bearings, or ono of them"

A. It would be necessary to remove one, and loosen the
other. _ _ _ _ _

XQH4?. The shaft ami cylinder of that naohine were quite
heavy, were they not?

A Yes, I think the whole machine, bass and all, weighed
about eighty pounds.

XQ!350. And the shaft was provided with what the patent
calls an abnormally heavy fly-wheel, T believe?

A. At the time whan those experiments wore made, I
think a great many of them were made on a machine that had no
fly-wheel. The fly-whaol was an afterthought for giving exhib-
I itious.

XOa'31. The method shown in that figure, for securing the
shaft in place, is ono quite commonly used where the shaft
is not. Intended to be removed in the ordinary operation of the
machine, in it not?

A. Yes, sir. It is also quite commonly used in machines
where the shaft is intended to be removed.

XQ252 . Referring now to the machine shown in figures 3
and i of that patent, I understand that you are not sure whe¬
ther a machine like that, or a model of it, was ever made.

In that correct?

A. T distinctly remember something being made of fat
machine; 'whether it wan a working model, or only a model, I
don't know. I member it clearly because I spent a great deal
of time with Hr. Edison when he was figuring out that machine.
Just for the love of it. My duties were entirely in another
direction.

XQ253. Assuming that a machine of that kind waa made,
whnt supports the weight of the arm which carries the diaphragn
and its support during the time the machine is in operation.

A. Paring the time the machine is in operation, the
weight of the arm is supported by a rack on the side of the
sleeve which engages with a screw-thread on the rim of the

drum.

60

XQ254 . And the office of the spring is to keep ilut
this rack in engagement with the spiral thread on the drum,
is it not?

A. The office of the spring is to keep the diaphragm and
point against the material on the cylinder. It does incident¬
ally keep the rack engaged on its sides with the screw-
thread; but if the diaphragm and arm were not there, the rack
would pass right through tho screw-thread if the spring was
acting on it.

XQ235. The spring must have sufficient force to return the
whole swiveled portion of the apparatus to its operative
position whon the operator ceases pulling on the flexiblo
tube?

A. Yes, sir. And for that purpose .there is an adjustment
on it.

XQ256. Please look at the plan view, figure 3, and state
whether, as there shown, the rack 25 could pass, or go through
the threads of the screw if the diaphragm and arm were removed.

A. Yes, sir; that would pass right through, I presume,
designing

In making, -,a rack or a screw-thread, a draftsman always draws
the pitch line, which is about a little more than half the
depth of each tooth.

XQ257 , The cam 33, I understand, is designed to prevent
the sleeve from dropping when the screw-threads are discon¬
nected?

A. Yes, sir; I so understand it. Before disconnecting,
the cam and lever are actuated to fasten the two sleeves to¬
gether; the whole is then pulled out of gear by the mouth¬
piece, and they stay in that position until put back and
released .

XQ258. Then in pulling the parts back, the spring will
also have to overcome the resistance of this cam?

A. No, sir; as I understand it, the spring has nothing to

do with the cam; there are two sleeves, as I understand it,
one oti top of the other, and both together are pivoted on the
stud'

XQ3")3 . I« describing this machine la your answer to Q136
you say, "the sleeve arrangement was provided with an adjust¬
able spring so as to put just the right pressure on the ma¬
terial that was being cut or indented". Is there anything in
tbo patent with reference to cutting the material?

A That I do not know; I have not react the patent; I
was talking then from the drawing of tho patent.

XQ2t>0. In your answer 139, reference in made to the
method or operation aoRcribect in tho Bell arid 'fainter patent
■'•41,814, in which the weight causes tho recording style "to
imbed itself to tho proper extent in the recording material",
and in answer to the question whether you find thut method of
operation embodied in the construction of the machine shown
in figures S and 4 of Edison's patent No. 837,679, you say
it is practically the same idea. Is that statement based
upon anything in the specification of Hr. Edison >s patent
which states or implies that the recording style is to imbed
itself to the proper extent in the recording material?

A. Mo, sir; that statement is based on the fact that
on looking at the rirawihg I find thnt it is an upright machine
on which a phonograph arm is in such a position that it would
bo cumbersome faxxn xinsxx to uso gravity for imbedding the
cutting point in the material. Prom the drawing I notice Mr.
Edison has dono what T consider is practically the same
thing. He overcomes tho difficulty by using a spring in¬
stead of gravity.

X0861 . You have referredto machines manufactured by Berg-
mnnn. Can you state when this manufacture began?

70

A. I cannot give the exact date, but as they ware in the
market I believe early in 1878, I presume it was round about
that time that he was manufacturing them.

XQ268 . Do you know how many machines of the kind manufac-

Iturad by Bergmann were made and sold?

A No, sir; I do not. I believe there was a large number
of them.

XQ263 . For whom were these machines manufactured, if you

knovT?

A. i believe there was a company formed, of which Mr.
Johnson was the moving spirit, ami I think Mr. Bergmann made
a great many machines for them; I believe he also made some
machines for Mr. Edison of the type of what we have called
the second cylinder maohine .

XQ2S4 . All of the machines put upon the market, or of¬
fered to the public, employed tin-foil us the recording medium,
did they not?

A. As far aB I know, they employed metal foils. It might
not be always tin-foil, but I am not sure that they did not
put other machines out.

XQ205. Vie re recording tablets of metal foil supplied in¬
dependently of machines; that is, for machines which had been
previously sold, or were purchasers of machines left to supply
themselves?

A. I really cannot testify as to what this company
did or did not do; or what Bergmann did; as at that time I
had no charge, that I remember of the things that he was doing.

XQ265 . 'When you resumed phonograph work after your return
from Europe, you at first did Some further experimenting with
tin-foil, did you not?

A. No, sir; when I resumed work with Mr. Edison, we began
working with a phonograph using wax, as well as I remember,

71

IXQ267. And all the phonographs put out or offered to the
public after that date operated by the method In which the
cutting tool carries away the material in which the record is
made, is that so?

A- I don't know about all the phonographs after that
Period. I remember that the phonograph, when I began exper¬
imenting with it, was a phonograph with a wax cylinder. Of
course there were other thine., such as the toys, which ***
besides wax cylinders, had cylinders of solid metals, In
some of the experiments, these may have been indnted foils,
afterwards backed up with metal to make the* strong; but
Generally speaking I mean the phonograph/as I worked on it
after the beginning of 1086 was a machine in which the record
was cut either i« a wax or solid metal rings.

XQ268 . And To far as you know, all phonographs put out
before 1886 operated by the method of embossing a metallic
foil?

A. No, sir; T couldn't say that; I don't know.

XQ269. Eo you know of any machines put out which aid not
operate by that method?

A. I do not remember to have seen any machines that used
anything but tin-foil or other metal foils that were made in
large quantities and sold to the public previous to the time
of my return from Europe.

XQ270 . I„ Q151 you were asked, how do you account for
the fact that Mr. Edison only put upon the market prior to
1G07 a phonograph employing a metallic foil upon which the
record was embossed? Bo you not understand the statement made
by Mr. Ever in that question as to the only kind of phonograph
put on the market by Mr. Edison prior to 1887 to be a fact?

A. Yes; my reasons for making it 1884 in my last answer
were because I really know very little about the work that
was done between 1884 and 1886, and I have not in my mind

just at present the exact date when we began to make phono¬
graphs for Hr. Edison at the Phonograph Works.

XQ271. In your answer to Q153, you state that about the
year 188B, something like a million dollars was put into the
business of making phonographs ana .-raphophones . Will you
please state a li-,tle more specifically in what manner that
million dollars was put into the business of making these
machines, and how much of it was put into the makins of
phonographs, und how much into the making of graphophonea?

A. I cannot answer that very well, but I had reference
to the fact, whon I made that answer, that somewhere about
that time, a certain Mr. Lippincott paid a certain amount of
money, as I understood, for the phonograph, and it was gener¬
ally supposed that ho had paid another large sum of money for
the graphophoue. I know that Mr. Edison and myself put a
large amount of money into a shop for manufacturing the phono¬
graph, as Edison had then designed it. I know that a large
number of machines t rare made and paid for, so that that will
account for quite an amount of money. How much of this money
was put into the graphophone, I do not know.

XQ272. You account for the increased business activity
in the phonograph and graphophone by the faot that somewhere
in the neighborhood of a million dollars was put into the bus¬
iness of making them. How do you account for the faot that
the people having a million dollars to invest were willing io
put it into the business of making these machines ?

A. That I could not say; the other is only an opinion of
mine; Ido not know that that is the case.

XQ273. Has there any talking machine in existence tliat
you know of prior to 1886 in which you think anyone would
have been willing to invest a million dollars for the purpose
of making them?

73

A. I b&lieve when the first cylinder machine was made,
if Edison had offered it, it would have been very easy to gat
a million dollar company on that machine; paying a million
dollars in cash.

XQ274. J)o you know how much capital the Edison Speaking
Phonograph company invested in that machine?

A. I do not .

XQ275. Tt did not take anything like a million dollars
to make enough machines to satisfy the demand for it, did it?

A. .T do not know what money was put into it. at all.

XQ27fi . Po, you know what became of the various experimental
devices, models, and appliances generally, relating to phonograph
work which you had occasion to make and employ in tha course of
your experiments of 1377 and lf!7Q?

A. T think a great, deal of it could bo found at the labor-
al though

atory.^HKxXXanghl; it may have been somewhat pulled apart and

, _ J told

used for various experiments . Of course I have shnwaifc^you

of one piece of apparatus that I know of as having gone to

the south Kensington Museum, Loudon.

XQS77 You have spoken of the difficulty of recording
end reproducing the fine hissing consonant zounds# sounds.

Ts it your idea that those sounds are more faithfully recorded
in soap cylinders than in compositions of wax, or merely
that they are better reproduced from the former than from the
latter?

A. I think it is very likely that they are recorded ae
well on one thing as another, ae far ns subBtunces which hxk
similar .ixxkKX 3ut the records on auything but a very hard
soap cylinder, if they are there, soem to be wiped out on the
reproducer's going over them the first time. This 1b only
my opinion; I do not kno w from actual practice.

XQ278. Even with the soap cylinders, the reproduction of

74

these sounds is relatively feeble, is it not?

The reproduction of tho sounds on the soap cylinder
are relatively feeble. They are not at all what we tried to
sot in 1077 or 1870. At that time we were satisfied with
nothing unison it would reproduce in about the same tone or
voice that a man ordinarily talks in.

XQl-279 Tho vibrations correspond in;; to theso sounds are
01 £!,,'a11 t,mplitl,da a,lci vcir*' dose together, are they not?

A. All vibrations corresponding to those sounds on any
machines that we over made are so .

XQ8H0. And may it not be that the difficulty is -8!llly
one of getting the reproducing point to enter fully between
tho crests of adjacent elevations instead of skipping over
them?

A. I do not think so, because if that were so, all you
would need would be a smaller point, and I have tried very mar
different kinds of points for reproducing-large and small.

XQ..ei. Even with a very small point, may not tho eleva¬
tions be so close toother that the reproducer may not have
time to get da n between them?

A. That would bo so but for the fact that you can. t
reproduce any better with a much smaller point than the one
.hat you are using if it is isrxgH .relatively large, if whut
you say is correct, and you are using a certain kind of point,
and you do not get the talking very good, if you use a smaller
Point, you should got it better, and that is not so.

XQ2«2. you have referred to the soap cylinder as being

exceedingly hard compared with any other norr-metallio sub-^

stance which you have tried for making records. As a matter

of fact, if tested by nn ordinary test such as pressing upon

It with the thumb-nail, would not tho

t u not tno soap be more properly

described as a soft material?

A. I have no doubt you cun indent it 'with your thumb¬
nail, but x consider it a hard material for that purpose.
Certainly not ns hard as rings of metal, but of the many hun¬
dreds of different substances similar to it, I believe it is
the hardest. I believe it is the hardest material that haB
’he other necessary qualities for making a good phonographic
record cylinder.

XQ2B3. !3y what teste, if any, dirt you artivo at the con¬
clusion that it is harder then the ozokerite composition
omployed with the grnpttophone, ami with which, T believe, you
have experimented?

A. The cylinders that come -.vith the graphophone , .if they
are covered with ozokerite, always hud so many other objec¬
tionable features, that you couldiut get good talking from their
anyhow. Then again, those cylinders, as I remember them,
wore coated so thinly with the ozokerite, that I should not
know whether it was the hardness of the ozokerite, or the
payer tube.. T think a solid cylinder of nssEzk ozokerito
similar in thickness nxx to the soap cylinder ns now used
would not be any hardor, if as hard, as that at the same
temperature .

XQ804. The hardness of a material doesn't vary with
the ifcx thickness of the sheet into which it is formed, does
it?

A. I shouldn't think so, but it is easier to tell if a

piece,

material is hard or sort ir you have a largo shKid tetrnui. s£
instead of A

a thin sheet .

REDIRECT EXAMINATIOM JVY HR. DYER.

RRQ285 . In your answer to XQ239 , you say, referring to
the sentence that is quotdd in that question, that the re¬
cording on foil referred to in that sentence was probably a
trrue indent, while the recording on sheet metal you should

[ATTACHMENT]

DYER '& DRISCOLL.

New Yohk. — March 17.

Thomas A. Edison, Esq.,
Orange , N.J.

Dear Sir:

We inclose you herewith complete copy of Mr. Batch¬
elors deposition in the phonograph case. We wish you would
read this over at once, as we may wish to take your deposition
the latter part of this week or the early part of next.

Yours truly,

Inclosure .

Thomas A. Edison,

-March 16th, 1896.

itered into this 16th

mtORAHnUK OP AORKEK.ENT made and on
day of March, 1896, by and between Thomas A. Edison of Orange,;
New Jersey , party of the "first part','' and Franck £ .Maguire 'and:

. Joseph D.Baucus, constituting the: firm of Manure & Bauous , I

parties of the "second part : ’’ ' . ! ]

WHEREAS* the said party' of the first part 'is »or4agtd !
produce twenty (20) incandescent' lamps of sixteen ‘ (16 ) candles;
ter t lie • horse-power',' under a certain contract with the General I
! Blefctrio Company, dated'- October lot, whi'oh contract is !

hereby referred to and made a part hereof as' Chough setforth
in full, arid

'•’/‘TERRAS , ha has reserved to himself the rights for the
sale of filaments for' said .lamps "in all of the countries of
the .vo rid, except the United States 'and Canada, in accordance
with the terms of said contraot' With thcirGenerai Electric •
Company, and ’ 1 •

WHEREAS, the said parties of the second part are’ desirous
of acquiring the sole right- to ;said fi.ldnuints‘''ih Jev3'H? part
of the world, except the United states ' drid c<maUa^"’$mt

WHEREAS , the parties hereto have by contraot bearing date 1
March 2nd, 1896, entered into an agreement Whereby the said
party of the first part,, has constituted the ’ said parties of j
the second part his sole' selling agents for said filament upon:
the conditions therein stated, and'

V/HRRRAS, the party of the first part desires to start a
lamp factory in Europe and arrange for tha manufacture of
lamps to supply said foreign trade, which said Company shall
deal’ direct »it& the public instead of' selling filaments to
those already in the' lamp ’business; “ *"

NOW, THEREFORE, the 'parties here to , in consideration of
the sum of One (1) Dolidr to each by the other in hand paid,
receipt whereof is hereby acknowledged, and other valuable
considerations, a^ree as follows;

First:- The said parties of the seodnd part agree that

t

!

2

within three (3) months after said lamp has been proved a
commercial success in the United nates by the said Oanoral
Electric Company, and the receipt of written notice by the
said party of the first part of that faot, they will procure i
the necessary capital and start a lamp factory in Europe of j
sufficient capacity to supply fen Thousand (10,000) lamps
per day, which shall deal direot with the publio instead of
selling filamentB to manufacturers of lamps, and that they
■’'ill increase said plant from time to time in order to supply !
the demand for thilr lamps as far as the same can profitably i
be done .

Second:- The said party of the first part agrees that he
.will furnish plans for the machinery for equipping said fuc-
tory, procure experts, and an engineer for installing and
operating the same, and that he .vlll also give the said Com- ;
pany any improvements in machinery for the manufacture of lamp
which he may make within five (5) years from the date hereof,
and will act as consulting electrician for said concern with¬
out salary, and in consideration therefor he in to receive
twelve and one-half (12 l/s) per cent of the stock, bonds j
and other securities representing the lamp works to be erected
and of any further increase in said capital stock, bonds or
other secutities or improvements, represented by stocks, I

bonds or otherwise, said Thomas A. Edison shall receive
twelve and one-half (12 1/2) per cent of the whole, as con- j
sideration for this said contract and as compensation for
his said services.

Third:- The said parties of the second part agree, that
in consideration of the foregoing they will pay the said
party of the first part twelve and one-half (12 1/2) per cent
of the stock, bonds or other securities representing said
lamp works to bo erected and any further increase in said
capital stock, bonds or other securities or improvements

represented by stock, bonds or otherwise, so that the said

0

party of the first part shall receive as his share of said
enterprise twelve and one-half (12 1/2) per cant thereof, in

in whatever form the same may bo represented.

Fourth:- It is further agreed by said parties hereto
that in ease the said Company i3 organized and a factory
started capable of supplying the demand for said lamp as
aforesaid, than and in that event, said Company shall have the;
sole right to purchase filaments for ton (10) years from
this date at the price of two and seventy-five ono hundredth |
(.0375) cents each, and that they .vill not in the meantime
enter into any contract for the sale of filaments which shall
enable any other competing firm or Company to purchase said
filaments from themselves or their said assigns.

It is hereby mutually agreed that this contract may be
assigned to a corporation organized under the laws of the
State, of vev» York, known as "I'aguiro & Caucus, Limited", and
that no other assignment shall bt^pmde without the written con¬
sent of the said party of the first part or his legal rep¬
resentatives.

IN 'ATTVra.SS whereof the parties hereto have hereunto set

DNDER THy,AWS OF THB STATE

Capital, $io,ooo>

itatrjes, $/^

^ to Certify,

isiasdq^..^ . :.-0^

(Hfc£- (utcc^u^L

%U ^X^juess ‘^X'TXCCJCOf, C &X* imSC0t^L«ny. Ja* cauUc/M <%*/**/* <ea/&

& a^&Mc/, av&f /ditj <~$tl/ijtca./e /a ■& diyttec/ /y. t& . f K-*U.'aUv-J~ 'Uu TVuuiwxoA/i. .

“ ■’; . /d

_ ^a .^c Pn**landJ-

INCORPORATED UNDER THE LAWS OF THE STATE OF

id, $ /#

ifae-es, $ /<?e?

jfoij i$ to Certify , &%L./ 9-&k-cl*> /}.

| *<n/<Jt£c/ ■&- — A . -gfi&Med ^ ^

d^fyki'ne^, <w dusl'lMvc/ei J^!c<t decade .

^W tSltitness ^f^Txm'of, d&f„ 4m **«✓«/«£ <$*1/^*6 tea/6

Je /fttu/o ty^$a>te/, a*tt/ //S<A ^et/t^caA /* ;j& dtfpnec/ <fy- dtf *-«*-*. lZ^-**---'^^

I / . ^Sfk

Ur . ' i • ^&rJ^ck.Gfbi*r . ^^..r , .

HARRY F. MILLER FILE

( Copy)

0 range, MV J., .Tany. 18,1897.

1'y near Pockitt:

I would he very much obliged if you would put in one
letter the data already reoeived from you on the briquette test.

Please do not withhold anything for or against the
briquettes, I want it just as it was, I want particularly the
entire saving per ton, 1 know this is what a blast furnace man
■would be reluctant, to give, but in giving me this information it
will do you no harm, as I will not use it against you; for if I
ask too much for the briquettes, you will not buy them; We are both
in the same boat as far as cheapening pig iron in the eastern
market is concerned, you must make it, cheap enough to hold your
market, and 1 must sell the briquettes oheap enough to hold mine.

Thanking you for the many oourtesies shown me while

Yours very truly,

Thomas A. lldison.

To Isonard Peckitt,, Psq. ,

Oatasauqua, Pa.

[ATTACHMENT]

( flopv )

Oatasauqua, Pa. , jm, HZ, 189V .

Tho> "ii s A. J’dison, ?!sq. ,

Orange, IT. 7.

Pear Sir:

I beg herewith to Bubmit a preliminary report An relation
to the working, of ymu* briquettes :ln one of our furnaces at Gata-
sauqua. ’Vo cwcioncecl charging tho briquettes In the proportion of
2!>;i of our Mixture, and gradually increased thin peroentage until
we uftod thorn exclusively. Purina the period of the tent, no change
war, riarle in the ordinary routine of the furnace, excepting such an
became necessary owing to tho increased yiolcl duo to briquettes.

Prior to their une, the furnace , with our ordinary Mixture, had
■been producing from inn to 110 tons per day, She yield gradually in¬
creased in proportion to the quantity of briquettes used, until the
yield reached 108,1,/r tons per day, an Increase of fully As

soon as this result was reached, the briquettes were exhausted, so
that I am unable to say how much the output might have been still
further increased, I am, however, of the opinion that after a longer
experience, we could probably Increase the yield still further, say
up to iSOVi.

• V.'e found that the quality of t.ho iron steadily improved in

proportion to the quantity of briquettes used. The iron made from
all briquettes showed unusual strength, and was, in fact, the
strongest and toughest foundry iron we have ever made. Considered
chemically, the iron could not be better, as the purity of the bru-
quettes enabled un to make a iron very low in phosphorous and
sulphur. Por Bessemer Pig, the ore is an ideal one, as a furnace
would make a large product, and the iron would be of the best
Bessemer quality.

Owing to the regularity of briquettes both phusioally and
chemically, the furnace using them would be likely to work with
more uniform regularity than is now customary, and 1 think that -e
would have less of tho ordinary derangements which are largely

[ATTACHMENT]

due to irregular quality of our present ore mixtures, especially
where we have to mix several ores together to get the deB.ired
result.

Another advantage in the use of your briquettes is that with
the sene amount of fuel, we can smelt a larger quantity of ore,
and the saving in fuel during the period when all briquettes were
used was not less than {50 cts. per ton. The limestone showed a
reduction from 5(T|! to IP.iJ of the ore charge , thus effecting a saving
of 14 ots. per ton of iron mde. The increased output, due to the
richness of briquettes and their ease of p reduction, effected a
saving of labor due to the fact that practically the same number
of men handled a larger furnaoe yield. This saving of labor amount-
ed to between 15 and 20 cts. per ton of iron produced. After very
careful consideration we are satisfied that with a continuous run
of briquettes in the furnace, we would effect a saving in smelting
cost of not less than 75 cts. per ton, as compared with our present
mixture.

Owing to the peculiar characteristics of the briquettes,
due to their porosity, .it is quite possible that eastern furnaces in
using them will bo able to use a smaller proportion of coke and a
corresponding Increase of anthracite coal and perhaps all anthracite.
This would effect a still further saving in cost of fuel, as the- .
price of anthracite is only about three-quarters the price of o oke .

Perhaps one of the most important advantages to be gained
b^ the use of briquettes is that the yield of a blast furnace will be
materially increased. It seems quite fair to nssum that the average
yield can be increased from 55 to &0fS, and any profit, therefore,
would be realized upon this increased product, without an increase
in cost of plant. As an average blast furnace and equipment costs
several hundred thousand dollars, it would be quite a material
saving of capita), and interest on investment if we could get from
two furnaces by using briquettes the same yield which ordinarily
would be produced from three furnaces using present ore mixture.

(2)

[ATTACHMENT]

It is soma what, difficult to cive the exact daily output
of a furnace, as the casts are Hade four or five hours apart, so tha-
sometimes six oasts might he made within twenty four hours, and
other days only five oasts. You will observe therefore, that a
difference of half an hour might throw a cast into the next succeed¬
ing day, although most of the work would have been done In the
furnace the day before. This will explain the apparent irregularity
of the following figures:

Quantity of
"Priquette 'forking1'

85/

Tons nil. Pho

null* .

2.750 . 850 .018

124 , 1/a 2.o?. 0 .740 .018

158,1/? 2.57?, .580 .015

113 1.84-4 .864 .022

158,1/2 1.712 .147 .058

,50o
. 350
.200

I 100/

You will observe that the yield of the furnace gradually
increased from 104 tons per day to 135,1/-. tons. On the 9th inst.". ,
at b P. ., the briquettes having been nearly exhausted, the percen¬
tage was dropped to 25/, and on the loth, the output dropped to 120
tons, and on the 11th., the furnace had resumed her usual work on
our regular standard ores. Prom the time that the 25/ of briquettes
came down, the iron gradually increased in strength, and as above
stated, also improved in chemical analysis, and, taken as a whole,
it is the most satisfactory ore we ever had at Oat.asauqua, and we
trust that you will soon he able to give us a large and regular
supv-ly of what we consider to be a most valuable addition to the
Pastern ore supply. As the object at which we aim is to make good

and cheap iron, we can afford to pay you a good price for this materi¬
al, hoping to offset any increased cost of ore by a reduction in cost
of fuel, limestone and labor, and an increase in our product.

I write you this fully and frankly because I consider that
our interests are identical. We are anxious to have the ore, and we
appreciate its importance and desirable qualities, and I hope that
you will ,-,oon be in a position to furnish us with plenty of it, and

[ATTACHMENT]

I know that our ns Mfers are also quite anxious to u*t it. I have
never Been as much interest in any furnace experiment as was mani¬
fested while we were using the briquettes. Pearly all the furnace
wen in the Past visited natasauqua and expressed their satisfaction
at the working of the ore, and the prospective addition of bri¬
quettes to their source of supply. I feel quite sure that you
will have no trouble in marketing all you can make.

Yours very truly,

Leonard Peckitt,

President .

(4)

State of Item Jeroaj, j

bounty of lq tytxX&mmbtttb, Thai on, tim <l'.'

day of t‘-i" in the year of Our Zor$ One Thousand Might Hundred and Ninety Of i ■

before me, CUtJ'c^d^ i 6 &X elt j\ . m hu >/c<- ' -Co Ao-^cxJtM/

' "n - - - — - / -

personally appeared J him A. CL. C ,-t . C>\) & Mat * «. / >7 . 0? cO

who, I am satisfied t.'.'i .o the grantors mentioned in the within Indenture, and to whom I first mii
known the contents thereof, and thereupon Lhi.-.j acknowledged that Lit- / signed, cited c d delivered
the same as u\^ voluntary act and deed, for the uses and j imposes therein expressed: And the said

. ^ ; ' L t y 1 ■ (t* c ^a g.* rwtH jcxU-u, —

being by me privately examined, separate and apart from h c i husband , acknowledged that a /<■ ,
signed, sealed and delivered the same as l voluntary act and deed, freely, without any fear, threats
or compulsion of > said husband . - - - ' - . . ' — .

30-MORTGAGE -Tax Olanao of 1870-Witli Insuranco,

Matthias Pi.um, Law Blank Publisher, Newark, N.

[ and Ninety jc .i

Lj i

/■^uu hi.

bed* ;,u

of the

6 — -

■a, ML

5Vi»5

f.\0

J i i t/li'l

n the year of Our Lord One Thousand Eight Hundred
It fMoxXcu, CL. a. • -v o(y

of h Zi
md State of /U- it

a\ ,

/"

„ Cl. C'clux on. jf~

l

in the Comity of
of the First Fart;

of the

of fy ~-t~ (Inc^p^ in the County of
and State of - ff > J,:> / l/ of the Second Part;

JUllllCtJtJCil), That the said party of the first part, for and in consideration of the sum of

. 7 ~~~/

Money of the United States of America, to '■ / . . . •

said party of the second part, at or before the sealing and delivery of these presents' the receipt

contented and paid, liacaOj given, granted, bargained, sold, aliened, enfeoffed, conveyed and

confirmed, and by these presents do - give, grant, bargain, sell, alien, enfeoff, convey and

confirm to the said party of the second part and to -d-uJu Heirs awl assigns forever,

JUl V,i five tracts or parcels of land and premises, hereinafter partieulaHy described,
situate, lying and being in the < cf- nj> f$fc.C({\ u.Lo ;n

the County of Q i, . t: . .

1?

/J<

• Jilt; rlu

i, a

...Lit

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Mb,

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^cr'i \ It v-e.v\. ftjj a LC thl y 'cC£ &

4 • •*“'

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/h I it.cIjij.cL, o-vxot- J.vftfi i-citr, iru/C (■/
ft OCCli.jJ' ^yULZ-h'hrXA^QjyO.

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v ■ ■' &■'■• "/ & ■' - c ■' 6 • . . . , 6C-> ////< ' , . . ,,

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tt( c> « y Jc^.L/U-C Ch J,.., (cJx, { J

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,w^’/ ■■■■>■ l> < ,■ "<! <•< ‘ l. (. -■ 2 <-«. < ( 6 £7/ ^ 1 J( ;

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Lecx,,f :m- ^ Ac

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®00CtljCl' with all and singular, the profits, privileges and advantages, with the appurtenances
to the same belonging or in anywise appertaining. 3U$0, all the estate, right, title, interest,
property, claim and demand whatsoever, of the said party of the first part, of, in and to the
same, and of, in and to every part and parcel thereof; ®0 $000 flUi> t0 $0l&, all and
singular the above described tract or lot of land and premises, with the appurtenances, unto the
said party of the second part, ■ : ■ ' heirs and assigns, to the only proper use, benefit and
behoof of the said party of the second part, /mo heirs and assigns forever.

JU*00ti(Cil flllUrtlJSr, and it is agreed by and between the parties to these presents, that if tjie said

y /) i. )"> ( i t ... Cl . {pt.Li.Jst/n , /i u, heirs, executors or administrators,
do and shall well and truly pay or cause to be paid to the said parly of the second part,
or to • n -u certain attorney or attorneys, heirs , executors, administrators, or assigns,
the sum of - jj ,OwcL _ 1

— ^ — year from the date hereof, with, lawful interest for the same, at the rat6

of i.-v- per centum per annum, payable semi-annually, according to the conditions of a
certain bond bearing even date herewith, in the penal sum of — . . - _ ,

- U- Au. fVloivs. /Cv Uoji.Z, . .

without any deduction or defalcation for taxes, assessments, or any other imposition whatsoever;
then and from thenceforth, these presents and said obligation, and everything herein and therein
contained, shall cease and be void; anything herein and therein contained to the contrary in any.
wise not withstanding ; and the said parly of the first part o'/u.iiua a. U. tflxefixj, h.i.r
heirs, executors, and administrators do — covenant and grant to and with the said parly of the
second part /vw heirs and assigns, that the said parly of the first part Aw heirs and assigns,
shall not nor will apply for, or claim, any deduction by reason of this mortgage from the taxable
value of the said lands and premises ; and that the said party of the second part A i heirs
and assigns, shall and may from time to time, and at all times after default shall be made in
the performance of the proviso or condition herein contained, peaceably and quietly enter into,
have, hold, use, occupy, possess and enjoy all and singular the above granted and bargained
premises, with the appurtenances, without the let, suit, trouble, hindrance or denial of the said
party of the first part : ia.., heirs and assigns, or of any other person or persons whatsoever.

it is also agreed by and between the parties to these presents, that the said party of the first
part shall and will leep the buildings erected and to be erected upon the lands above conveyed,
insured against loss or damage by fire in some safe and responsible Insurance Company or Com¬
panies, to an amount notless than jAA L J/j m i fl.tir&utcC — dollars, and assign
the policy and certificate thereof to the sdcl party of the second part as collateral security for the
payment of the principal and interest aforesaid; and in default thereof, it shall be lawful for the
said party of the second part to effect such insurance, and the premium and premiums paid for
effecting the same shall be a lien on the said mortgaged premises, added to the amount of the said
Bond or obligation, and scoured by these presents, and payable on demand with legal interest
lit lOituc&j iUJjct-cof, the said party of the first part hat >V hereunto set ( ixevo -
hand y and seal - the day and year first above written, _

[ATTACHMENT]

Haircut /f-./ff?-

// 1/ I

L{5~W-

(Haaju '

(J

\L *a\Jjaja 04/ y cW\

/UaAAAj CblVvXJA _

tJt.

Hitoitt all pen bt) tl)ese Presents, s

of the J » Ixpuj! ■

hound unto

f (■) t >n ■' Cf- Cbtl^o.

/ '

in the sum of

• , the County of

pi t • tt i M-y/ ? A » upheld and firmly

f & *

j -hu, of (dox^SLy

(J /

lawful money of the United States of America, to he paid to the said -

- CL e L Uo c-,1 ,T. -

or to i 1 '• certain Attorney, Executors, Administrators or Assigns; for which payment well
and truly to he made, j olohind .i.-. jr /. f- — Heirs, Jikecutors and Admin¬

istrators, t, > c ^ era i.i. ,y t.i.. ■■■.■*'! finely hy fhese presents. Sealed with “'f/
Seal and Dated the t: . / • day of , mi ia <cu. ;n the year of

Our Lord One Thousand Eight Hundred and Ninety & ;V.jv, - ll _

®I)C (Honbitioit of tljio (DWigotioit b m\), That if the above hounden

- 1/fyJf-jt-u.oj (JL. to lCla on, - -

Heirs, Executors, Administrators, or any of them, shall and do well and truly pay. or cause to
he paid, unto the above mentioned

ertain Attorney, Executors, Administrators, or Assigns, the just and full sum of
JiirrL, /Sacfasi tu _

y aforesaid in - iD i t A — — - year from date hereof __

with interest for the same at the rate of — v - - per cent, per annum, payable

lI c^^aclCC^! Together with all National, State, County and !t
Taxes which may he assessed upon the money now loaned and hereby secured to he paid, or upon
this obligation, or the Indenture of Mortgage given to secure the payment of the same, and
hearing even date herewith; without any fraud or other delay, then this obligation to he void
or else to he and remain in full force and virtue. I

o env- a£l (Vm£'

>a.<o (2j, (oobtatm

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_ _ __ _

[ATTACHMENT]

(Qdtjms.

$la^e(.s/pr SitJhf 2.3. / 9 f7

2&W? cL> Jhvyyt Q. £cLl*l(A

^ G-j FoUo c*> %r. fcP\JL
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^ » » iT<i- /- at 7

/ o,o oo. %Lwt< /hcAAcL Q&txwi cJjuXa

/ 73QJJ I

- oJnnsu /.l ^ -^^£T

[ATTACHMENT]

O-JxvLc 1H

U 7

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/ialtUACL— -kn*«b. at, jut*, Aumm fs'fSf, 9S

OjL Airh*j> aJl thru, 4*, 010 ut-Lt^L *i>

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• fl. %/ fnLrt

•(&Ai* fooHtJL £z&*&,bt/.

WHEREAS, by the second section of an Act of the
legislature of New Mexico entitled "An Act to incorporate
the New Mexico Mining Company", approved February 1, 1858,
it is among other things provided that the said corporation
shall have power to sell, exchange, mortgage, or otherwise
dispose of all the lands, mines and other property and es¬
tate belonging to said corporation:

AND WHEREAS, by the fifth section of said Act.,
it is further provided that a majority in interest of the
stockholders of said Company shall govern in all cases ex¬
cept in the purchase, sale, or other disposition of the
lands, mines, or other real estate belonging to the Compa¬
ny, in which case a majority of two-thirds shall be nec¬
essary, which two-thirds shall be equal at least to a ma¬
jority or the stock owned by the whole number of stock¬
holders for the time being :

AND WHEREAS, at the Regular Annual meeting of the
stockholders of said Company, held on the third day of May
1897, the following resolution was adopted by a majority of
more than two-thirds of the stock present and represented
at said meeting, to wit, unanimously (which stock was more
than a majority of the whole stock owned by the whole num¬
ber of stockholders of said Company for the time being),
that is to say:

RESOLVED: That the President is authorized and
empowered to lease the real and personal property of the
Company or any part thereof upon such terms as he may deem
advantageous to the interests of the Company, and that the
President or other proper officer of the Company is hereby

authorized and empowered to execute all necessary leases
and other instruments of writing for the purpose of carry¬
ing out this resolution, which lease shall first receive
the approval as to form of Messrs Shipman, Larocque and
Choate, the Counsel for the Company.

NOW THEREFORE, this Indenture made the first
day of July in the year one thousand eight hundred and
ninety-seven, between the NEW MEXICO MINING COMPANY, a cor¬
poration duly organized under the laws of New Mexico, party
of the first part, hereinafter called "the lessor ", and
JAMES W. PERRY, of the City, County and State of New York,
party of the second part, hereinafter called "the lessee",

WITNESSETH, That the said lessor, for and in
consideration of the rents, covenants and agreements here¬
inafter mentioned, reserved and contained, on the part and
behalf of the lessee to be paid, kept and performed, does
grant and convey to the said lessee^ the right of entering
in and upon all the lands hereinafter described, for the
purpose of seeking for mineral and fossil substances and
appropriating the same for his own use, and conducting
mining and quarrying operations in any manner and to any
extent he may deem advisable, and has also leased, demised
and to farm let, and by these presents does lease, demise
and to farm let unto the said lessee, for any other purpose
whatsoever, all the lands hereinafter described, to wit:

ALL AND SINGULAR a certain part or portion of
the tract or parcel of land lying and being situate in
the Territory of New Mexico in the United States of Amer¬
ica, known and distinguished upon the several maps pub¬
lished by and under the direction of the Land Office of

I the United States of America as "The Ortiz Mine Grant",
which was confirmed to the New Mexico Mining Company by
the Government of the United States of America by an Act
of Congress approved March 1st, A.D. , '1861, entitled
"An Act to confirm a certain private land claim in the
territory 1 of New Mexico", the same being delineated upon
a plot thereof, annexed to the .Letters Patent therefor,
issued out of and from the General Land Office of the
United States of America,, and bearing date the 20th day
of May, A. D. , 1876; said part or portion of said tract
or parcel being more particularly described and bounded as
follows: Taking the survey and plot of said Ortiz Mine

Grant made by U. S. Deputy Surveyor Thomas Means and begin¬
ning at a point on the North boundary of the same six
miles forty seven chains and twenty-three links East of

line »ortn»«3t corner or said . grecne ana continuing East

along said boundary line to the Northeast corner of said
grant ; thence South along the East boundary to the South¬
east corner of said grant; thence West along the South
boundary to the Southwest corner of said grant; thence
North along the West boundary to a point thereon three
miles and forty-five chains South from the Northwest cor¬
ner of said grant; thence East six miles forty-3even
chains and twenty-three links to the Southeast corner of
the land heretofore conveyed to the Cerrillos Coal and
Iron Company; thence North three miles and forty-five
chains to the place of beginning on the North boundary of
the Ortiz Mine Grant, containing about fifty- four thousand
acres, more or less; the land hereby leased and intended
to be leased being the rest, residue and remainder of said

- 3 -

S i

Ortiz Mine Grant left after the conveyance of a part of the
same made by deed executed on the fifth day of April A.D. ,
1884, to the Carrillos Coal and Iron Company:

Together with the appurtenances, rights, privi¬
leges, heriditaments, ways, woods, mines, minerals, and,
water thereunto appertaining, and the remainders, rever¬
sions, rights, issues and profits thereof, and the estate,
right, title and interest, both legal and equitable, of
the said lessor therein and thereto, and also all and
singular the mills, machinery, houses, fixtures, tools,
and' all other movable property of every name, nature and
character, now in, upon and about the said tract or parcel
of laud, owned and possesed by the said lessor.

TO HAVE AND TO HOLD all the said property,
real, personal and mixed, with the appurtenances to every
part and parcel thereof, as hereinbefore described, unto
the said lessee, for the term of two (2) years from the
first day of July 1897, yielding and paying in respect to
the premises hereby demised, every year during the said
term, the yearly rent of five dollars ($5), and yielding
and paying every year during the said term a royalty of
five per cent of the net profits which may remain after-
all charges for development, use, and working of the prop¬
erty hereby demised shall have been deducted or paid,
such rent and royalties to be paid on the first day of
January- of each year.

And the said lessee hereby covenants with the
lessor that the said lessee shall and will during the
said term pay said rent and royalties on the day whereon
the same are heretofore made payable, without any deduc¬
tion, and also pay all charges, taxes, rates and assess-
- 4 -

meats on said premises hereby demised, and that on the
last day of said term the said lessee shall and will peace¬
ably and quietly surrender and yield up unto the lessor all
and singular the demised premises, but the term of this
lease may be extended at the option of the lessee for
such time as the lessee may -desire.

And further, that ' the; said lessee shall and will
at all times during said term of years carry on upon the
premises the business of exploring, developing, working
and using the property hereby demised, and selling the
proceeds thereof to the best advantage, and shall and will
at all times during said term keep proper books of account,
which shall be open to inspection by the lessor, and shall
from time to time make such entries therein as shall show
the net profits of the development, the working and using

the leased' premises, and the sale or the products- thereory .

and also the amount of royalty which shall from time to
time become payable in respect thereof.

And the said' lessor doth covenant and agree
that the said lessee, paying the said yearly rent and roy¬
alties above named, and performing the covenants aid
agreements aforesaid on his part, shall and may at all
times during said term hereby granted or any renewal there*-
of peaceably and quietly have, hold and enjoy the said de¬
mised premises without any let, suit, trouble or hindrance
of or from the said lessor, or any other person or persons
whatsoever, and that the said lessor shall from time to
time, and at all times hereafter as often as thereunto re¬
quested by the said lessee, execute, acknowledge and deliv¬
er all such further leases, deeds, conveyances and assur¬
ances in law, for the better assuring unto the said lessee

- 5 -

the leasehold estate hereby created in the property, real,
personal and mixed, hereinbefore leased to the said les¬
see, or intended so to be, and all other property and
things whatsoever-, which may be hereafter required for use
in connection with the same or. any part thereof, and all
franchises no w held and incident or appurtenant to or con¬
nected therewith, as by the said lessee or his counsel
learned in the law shall be reasonably advised, devised or
required. And also that the said lessee may at any time
hereafter during the term hereby granted, lease, let or
demise- all or any part of the property hereby demised, or
assign, transfer or make over the same or this present
lease, or any of the term or time herein, to any person or
persons, corporation or association whomsoever, and each and
every clause and covenant of this indenture shall extend to
the heirs, executors, administrators and assigns of the
party of the second part, the lessee, and to the assigns
6f the New Mexico Mining Company.

IT IS FURTHER AGREED AND PROVIDED that this
lease is subject to a lease of the right to mine for Coal
granted to the Cerrillos Coal Company on the twelfth day
of May 1897, and to such other leases as have been hereto¬
fore granted by the New Mexico Mining Company.

IN Y/ITNESS Y/HEREOF the party of the first part
have caused its corporate seal to be affixed to these
presents and to be subscribed by its President, and the
party of the second part hereto sets his hand and seal the

- 6 -

day and year first above written.

THE NEW MEXICO MINING COMPANY

L. M. LAWSON,

(SEAL) President .

Witness

Jordan J. Rollins, JAMES W. PERRY. ((SEAL)
to J.W.P.

STATE OP NEW YORK,
City and County of New York,

On this thirty-first day of July 1897, before me,
the un (tersigued, a Notary Public, personally came LEONIDAS
M. LAWSON, the President of the New Mexico Mining Cmmpany,
with whom I am personally acquainted, and to me personally
known to be the same person whose name is signed to the
within instrument, who,' being by me duly sworn, says that
he resides in the City of New York; that he is President •
of the New Mexico Mining Company; that he knows the cor¬
porate seal of said New Mexico Mining Company; that the
seal affixed to the within instrument is such corporate
seal; that it was affixed by the order of the Board of
Directors of said New Mexico Mining Company, and that he
signed his name thereto by- the like order as President of
said New Mexico Mining Company.

GIVEN under my hand and official
seal the day and year last above
written.

(SEAL) William J. Harvey,

Notary Public;

City and County of New York, :

On this eighteenth day of August, 1897, before
me, the undersigned, a Notary Public, personally came
JAMES W. PERRY, to me personally known to be the same
person whose name is signed to and who is a party to the
within instrument, and acknowledged that he signed, sealed
and executed the same freely and voluntarily for the pur¬
poses therein mentioned.

GIVEN under my hand and official
seal the day and year last above
written.

(SEAL)

JORDAN J. ROLLINS,
Notary Public.

THIS INDENTURE made this 30" day of August 1897,
between JAMES W. PERRY, of tho City, County and State of
New York, party of the first part, and GALISTEO COMPANY,
a corporation organized under the Laws of the State of
Maine, party of the second part,

WHEREAS:- By an Indenture of leaso dated the 1st
day of July 1897, and made botweon tho New Mexico Mining
Company, a corporation organized under the laws of Now
Mexico, of the one part and the said James W. Perry, of
tho other part, for and in consideration of the rents,
covenants and agreements in said leaso mentioned, reserved
and contained on tho part of the said Perry to be paid, j
kept and performed, the said Nov/ Mexico Mining Company
granted and conveyed to the. said Perry, the right of
entering in and upon all the lands hereinafter described
for the purpose of seeking for mineral and fossil sub¬
stances and appropriating the same to his own use and con¬
ducting mining and quarrying operations in any manner and j
to any oxtont he may deem advisable, and did loase, demise
and to farm let unto the said Perry for any other purpose
whatsoever, all tho lands hereinafter described, to wit:

ALL and singular a certain part or portion of tho
tract or parcel of land lying and being situate in the
Territory of New Mexico, in the United States of America,
known and distinguished upon tho several maps published by
and under tho direction of tho Land Office of the United
States of America as "The Ortiz Mine Grant", v/hi c h was

confirmed to the Nov/ Mexico Mining Company by the Govorn- ;
ment of the -Unitod States of America by an Act of Congress
approved March 1st A. D. .1861, entitled "An Act to confirm
a certain private land claim in the Territory of New
Mexico", the same being delineated upon a plat thereof, an-
noxod to the Letters Patent therefor, issued out of and
from the General Land Office of the United States of
America, and bearing date the 20th, day of May A. D. 1876;
said part or portion of said tract or parcel being more
particularly described and bounded as follows: Taking
the survey and plat of said Ortiz Mine Grant made by U. 6,
Deputy Surveyor Thomas Means and beginning at a point
on the North boundary of the same six milos, forty-seven :
chains and Twenty-throe links East of the Northwost cornor!
Of said grant and continuing East along said boundary line!
to the Northeast corner of said grant; thenco South along'
the East boundary to the Southeast corner of said grant;
thenco West along the South boundary to the Southwest
cornor of said grant; thence North along the West boundary
to a point thereon three miles and forty-five chains j

South from the Northwest corner of said grant; thence
East six miles forty-seven chains and twonty-threo links
to the Southeast cornor of the land heretofore convoyed
to the Corrillos Coal and Iron Company; thence North
three miles and forty-fivo chains to tho place of begin¬
ning, on the North boundary of the Ortiz Mine Grant, con¬
taining about fifty-four thousand acres, more or loss;
the land thereby leased and intended to be leased being
the rest, residue and remainder of the said Ortiz Mine
Grant left after the conveyance of a part of the same made

by deod oxecuted on tho fifth day of April A.D. 108>1-, to j
the Corrillos Coal and Iron Company.

TOGETHER with the appurtenances, rights, privileges
hereditaments, ways, woods, mines, minerals and waters
thereunto appertaining, and the remainders, reversions,
rights, issues and profits thereof, and tho estate, right ,
title and interest, both legal and oquitablo of the saitd
lessor therein and thereto, and all and singular the mills,-
machinery, houses, fixtures, tools and all other movable
property of ovory name, nature and character, now in, upon
and about the said tract or parcel of land owned and
possessed by tho said lessor, which lease to the said Perry
is for the term of two years from the 1st day of July 1897^
and is subject to extontion at the option of tho lessee ;
for such time as the lessee may desire, upon a royalty
of five per centum of the net profits which may remain after
all charges for development, use and working of tho pro¬
perty thereby demised shall have boon deducted or paid and
the yearly rent of Five Dollars subject to the covenants
and conditions in said lease contained.

AND WHEREAS: The said James W. Perry has agreed
to soil, assign, transfer and sot ovor unto tho said
Galisteo Company the said indenture of lease, togother
with all and singular the promises comprised and mentioned:
in said Indenture of Lease for all the unexpirod residue of
the said term of years, subject to the royalty, rental and
covenants thereby and therein reserved and contained.

AMD WHEREAS: It is provided in said .Lease, that
the said lessee may at any time during tho term thoroby

granted, let or demise all or any part of the property
hereinbefore described; or assign, transfor or make ovor
the samo, or the said lease or any of tho term or time
therein, to any person or persons, corporation or asso¬
ciation whomsoever. '

HOW THIS INDENTURE WITHES SETH ; That in consider¬
ation of tho sum of One Dollar and other good and valu¬
able considerations to tho said James W. Perry paid by
the said Galisteo Company tho receipt whoroof is hereby
acknowledged, the said James W. Perry has sold, and by
these presents does grant, convey, assign, transfer and
set over unto the said Gali stooCompany 'the said certain
indenture of leaso, bearing date tho 1st day of July 1897,
and made and executed as aforesaid by the said Hew Mexico
Mining Company to the said. James Vi, Perry, together with
all and singular tho premises therein mentioned and
described, TO HAVE AND TO HOLD unto the said Galisteo
Company and its assigns from the date hereof for and during
all the rest, residue and remainder yet to come and now un¬
expired of, in and to the said term of years mentioned j
and set forth in such indenture of leaso as aforesaid,
at the several rents and royalties reserved by the said |
indent ure of lease, and subject to the terms, covenants, j
conditions and provisions in tho said indenture mentioned !
and contained, and which, on the part of the said Perry, j
his executors, administrators or assigns ought to be j

observed and performed, and tho said Galisteo Company t

hereby covenants and agrees with the said James W. Perry

that it and its assigns will, during tho said term, pay
-4-

the rents and royalties reserved by the said indenture of
lease, and observe and perform the covenants, conditions j
and provisions therein mentioned and contained, and which
on the lessee's part ought to be observed and performed,
and will save harmless, and lceep indemnified the said
James W. Perry, and his ostato and effects forever against'
all suits, causes of action, allegations, claims and de¬
mands for or on account thoreof.

Iil WITNESS WHEREOF, the said Jaipos W. Perry has
hereunto set his hand and seal, and the party of the
second part has caused its corporate seal to bo affixed
hereto and these presents to be subscribed by its President.

James W, Perry (seal)

Galisteo Company, !

by Henry R, Hoyt, President.

(seal)

STATS OF HEW YORK, :

CITY AMD COUNTY OF HEW YORK, :

On this 21st day of September 1897, before me,
the undersigned, a Notary Public personally came James W.
Perry, to me personally known to bo tho same person whose ;
name is signed to and who is a party to tho within instru¬
ment, and acknowledged that he signed, soale,d and executed
tho same freely and voluntarily for the purpose therein
mention ed.

Given under my hand and official soal
tho day and year last above written.

William J, Harvey,

Notary Public,

(seal) N.Y.Co.

STATE OF NEW YORK, :

: ss

CITY AND COUNTY OF NEW YORK,

On this 3 day of November 1897, before me, the|
undersigned, a Notary Public, personally came Henry R. !
Hoyt, tho President of tho Galisteo Company, with whom I j
am personally acquainted and to me personally known to bo j
the same person whose naipe is signed to tho within instru¬
ment, who being by me duly sworn, says that ho resides in
tho City of New York; that he is President of the Galisteo
Company that ho knows tho corporate soal of said company; .
that tho seal affixed to tho within instrument is such

corporate seal; that is was affixed by tho order of the

Board of Directors of said Company, and that he signed
his name thereto by the like order as President of said
Galisteo Company.

Given under my hand and official seal,

the day and year last above written.

Alex. T. Mason,

Notary Public,

(seal) N.Y.Co.

flr-r0r^/, f

• ///wj/ryJyrA, j/a/r,
r//„r,<r/ty. &„/„,/ tCs&M

August 30, 1897.

John F. Randolph, Esq.,

Seo'y,, Edison Phonograph Co.,

Orange, N. J.,

Dear Sir:-

Wo beg to send you herewith proposed assignment from
Mr. Edison to the Edison Phonograph Company, transferring the
title to six of Mr. Edison’s patents on phonograph blanks etc.
the applications for which were filed prior to August 1st,
1808. These applications, under the agreement between Mr.
Edison and the Edison Phonograph Company, were to be assigned
to the Edison Company, but for some reason this was not done.
Please have Mr. Edison execute the assignment as indicated in
pencil, and return it to us for recording at Washington.

aw/Aw'

.imunr/as/.

(Enel.)

[ATTACHMENT]

I

WHEREAS Letters Patent of the United States were grant¬
ed and issued to THOMAS A. EDISON as follows:

No. 450,740, dated April 21, 1891,

593,466,

437,423,

430,274,

448,781,

400,648,

November 27, 1888,
September 30, 1890,
June 17, 1890,

March 24, 1891,
April 2, 1889;

:: AND WHEREAS, EDISON PHONOGRAPH COMPANY, a corporation

J organized and existing under and by virtue of the laws of the
| State of New. Jersey and having a place of business at Orange,

;j in said State, is desirous of acquiring the entire interest in
jjand to said several Letters Patent and the several inventions
|S covered thereby:

j| N0W THEREFORE, to all whom it may concern, be it known

that f01' and in consideration of the sum of one dollar, lawful
jjmoney of the United States, to the said Edison in hand paid,

| receipt whereof is hereby acknowledged, ho, said Edison, does
| hereby sell, assign, transfer and convey to the said Edison
|| Phonograph Company the full and entire right, title and in-
jjterest in and to each and every of the said several Letters
| Patent, together with any and all right or rights of action,
j claims and demands whatsoever, either at law or in equity, for
I damages or profits or both, which said Edison has or may have
jj for* past infringement of said several Letters Patent, or any
| °f them’ with ful1 riEht to the said Edison Phonograph Company,
S in its ov/n name» t0 sue uP°n and collect the same for its own

I use and behoof;

The same to be held and enjoyed by the said Edison
Phonograph Company, and its successors and assigns, to the full
I end of the term for «'hioh said several Letters Patent were
| granted, as fully and entirely as the same would have been held

[ATTACHMENT]

I'jand -njojed by said Edison had this assignment and sale not
!| been made.

j " mmSS «* Ml»o„ ha„ hartt0 „t hl„

j h‘M “» S“1 a., of August, 1897.

f ij . ..

li

t

State of New Jersey )
County of Essex j

j /Qn thls day of A«gwst, 1897, personally appear¬

ed before me THOMAS A. EMSON, to me known and known by me to
J be individual described in and who executed the foregoing
j assignment, and that he duly acknowledged that he executed the
same as his free act and deed for the uses and purposes there-
! in specified.

li .....

} (K k,~U A'US

/ .

October 1st , 1,307,

0? I-'T!? ’iSSf' J70 tvreon THOMAS A, 7IDI301I, cTUHIOR,

f tin

'/ J1 i, K 0 T ?. i 0 0 0 V. P A •iTl*l“7 Shelby
second hurt

i •»-» tho party of the first part agrees to pur -
e!r;::e from the party of the second part T vr 0 i» u ?- B p r 33
t IT 0 11 5 A :: T: (800,000.) of tho lamps manufactured by the pan
ty of tho second part, new known ns Y- Pay lamps. The party
of tlie second part will choree tho party of tho first r,art

the sum of fifteen Gouts, ouch not^for 10, 10, P.0, or pa can¬
dle power lamps .Twenty Seven Cents each net for thirty tv:o
candle power lamps, forty I-'lvo cents net for 00 ccndlc power
lamps,

Frosted or artificial colored lamps of tho above
candle power twenty per cent advance on above net price. It
is understood that an additional net charge per lump will bo
made for all lamps covered by this order bused with other '
than j’ciiuon westing-house or 7. J?.S bases ns follows:

Porcelain 7, IT. is^Vn, r;, ,3, or shaoffer one cent;
Pawky© two cento; Matt .or or Perkins throe cents.

Vhc party of the second par; agrees that the above
mentioned number o ' lamps may be increased an ^|»4rMe of
the party of tho first part may require, but tho total number
of two hundred thousand lamps shall be taken within ono year
from date hereof.

Tho party of the seoond part agrees that they will
place a label or design, such as tho party of the first part
may furnish upon all lamps shipped on this contract without
additional charge.

The party of the aooond part agrees to furnish a laijip
that win he first clous in workmanship anrl to bo equal in |
quality to the samples furnished u's by their representative. j
The party of the first part understands that he may!
u,.poct an average life of sis hundred hours for lamps of I
tin oc ,!n ,1{,a efi icionoy , eight hundred hours for lamps of |

throo mm one half efficiency; one thousand hours for lamps j

°T four Vans off icionoy , provided always, that the customers j
of the party of the first part maintain good regulation. j
The party of the second part agrees that tho lamps !
ordered on title contract shall be shipped without unreasonable
delay,

Should tho party of tho first part order lamps |
chipped c. o. 41. tho party of the second part will collect for
aaMo.and credit tho account of tho party of tho first part j
v;ith tho collection made. j

Lamps on this contract arc to ho shipped, when order--
crt/in standard packages containing two hundred and fifty six¬
teen candle power lamps, aid. no charge is to bo made for pack¬
age or packing.

The party of the second part agrees to give tho par-}
111 th0 fir£St r‘Qrt n cl’°'-it of thirty days, or a discount of
| t,'° PC1’ C0,1C J?01’ ca8l) in ton <loyo,at the option of tho party
. of the first part.

.signed in duplicate this First day of October, a. d.
Dightoon hundred and ninety seven.

i Accepted for the Shelby :

, floe trie company by ;‘

nonoral Halos Agent.
V/itnesc.

HARRY F. MILLER FILE

1898

V7C/TC,

[ATTACHMENT]

(a^/isl&wwlaa^ irCiAArtJsvij bln. J ^cl^a-i^n ^
Jhv fyxjb\M <yrL> ,

[ATTACHMENT]

lL d 6 d ' d

/ '6 0 0 o

I cf o o,o o t

/ </~>r a . 0 , ;

J^rZs.4.

-l

«-vl —

£~cr

-/ Jo' -

/ r-z; . <?• £.

/ // d ^

■Laboratory

THOMAS A. EDISON

II

if j y^l/Vvh

"'V;/ . —

Cl cowivwiAAjr^

k!

bvif ^gIajO-i/ki ^ t a

[ATTACHMENT]

[ATTACHMENT]

e4c&~ |pow| 0*t<2_ _

^ i~y, — _

■LABORATORY

THOMAS A. EDISON

(X^A ZJLiMIaAjU >, SvIajv-Ua^ hvL / (eclAJtLcrr 7 ^ ^

Jj'l/L ^IaJam CfrD ,

Thomas A. Edison, Jr.,
EDISON JUNIOR "IMPROVED”

INCANDESCENT LAMPS.

New York City . ...JSiil. 30th. _ ,eBg

stawotft op ^waitcial ocaroiraow

co.

Financial condition of ^lAkz&i.ez'd.^A. _

Engaged in Business, at Ko.

0i,fcy - Countjr Htti&Q

Hou*h inventory o tJA^.S.g2A__ 1898 natQcl _ Jiggs '

merchandise on hand and in transit, at. value . . 650.0

; ' . Outstandings, including Mila receivable, open accounts etc.,
jS &t realisable value .

Cash on hand ancl in bank, .

°'oller consisting of, two first mortgages, one

for $ 11,760.00 secured by a $33,530.00 bond: . :

>r $4,500.00 secured by a $9,000.00 bond..
Total available assets, . •

I, 1’0r neroheacU.se, including The Shelby Electric Go's, invoices

: to January 15tlx . . BOo.oo

Loans from bank, ( six months note which can be 0jjjT4

renewed if desireable) . . L .14000^00

Total liabilities, . . ! .

. Total worth, in and out of business,... . . . . $ /*£ '/’.?(! Ao

V/ 31 E It ® A 8, 'Iho Kow Mexico Mining Company, a cor¬
poration organised under the laws oi’ 'Tow Mexico, io tho
ov.nor of a certain tract or parcel of load in the County of
Santa i'o, in tire Territory of how Koxioo, known an tho
Ortiz Pino Grant, which was confirmed to tho Kow Mexico
Mining Company by the Oevornnont of the United 3 tat os,
by an Act of Congress approved Karel* 1st, 1861, ontitlod
"An Act to confirm a contain private land claim in tho
Territory of Mow i'oxico", and by letters Patent therefor
issued out oi' and from tho General hand' Office of the
Unitod Ctatos, and bearing date tho 30th day of Hay A, %
1076.

Al!h \71lKfffiA8, By an Indenture of loaoo dated the 1st:
day of July 1007, a copy of w hie h is hereto annexed, and
made botwoon the Kow Mexico Mining Company of the pno part
and Janos W. Perry, of tho City, County and fStato of flow
York, of tho othor par't, for and in consideration of tho
rents, covenants and agreements in tho said lease mentioned
reserved and contained, on the part of the said Perry to
bo paid, kept and por formed, the said Kow Mexico Mining
Company grant od and oonvoyod to tho said Perry,' the right 1
of entering in and upon all tho lands of tho said Ortiz
lino Grant for tho purpose of seeking for mineral and fossil
substances and appropriating tho same to his own use, and :
conclcting mining and quarrying operations in any manner and
to tiny extent ho may deom advisable, and diu loaoo, demise |
ancl to farm let unto tho said Porry for any other purpose
whatovor, all tho lands of the said Ortiz Mine Grant 30

owned by tit o How Mexico .'iinihi; Company.

ATOl WHEREAS’ f By ar. Indenture of Assignment dated
tho 30th day of August 1897, a copy of which is horoto
annexed, between tlie suid Janes W, Porry of the one part,
and tho Oalistoo Company, a c orporation organized under
tho laws of tho Sltato of Maine, of tho other part, tho said
Jones \!, Porry, did soil, grant, convoy, assign, transfer
and set over unto tho said ftalisteo Company, tho said
certain Inaonr.uro of lease, bearing data tho 1st day of
July 1897, and made and executed as aforesaid by tho said
low ::oxlco Mining Company, togotlior with nil and singular
the premises therein mentioned and doscribed.

W 0 W T 51 B R 5:5 F 0 RE,

it! I:; ACRES'EnT , nndo thin ninth day of February
1898, between 1.3 is Ciali stco Company, a corporation organized
under t!io laws of the fltato of Maine, party of tho first
part, and Thomas A. Edison, of the County of Essex and
Stato of lew Jersey, party -of tho second part,

V/ I T H B 3 3 E T HJ

That the parties horoto of tho first part and of j
the second part have covenanted and agreed to and with j
oaoh other as follows:- j

FIRST:- Tho party of tho second part has agreed '

that as soon as possiblo, in view of his duties at tho j

How Jersey Iron Hills, he is to work out tho plans and !

doviso a process for working auriferous mesa gravel upon

-2-

said Grant without the uno of water, who 2*0 by lulls of
10,000 tons capacity par day of twenty hours can bo
successfully operated,

SECOND;- ill at the party of tho first part will
ordet upon said Oi'tiz Nino Grant at ouch oonvoniont point
as way bo dosicnatod by tho party of tho second part, an
experimental mill consisting of such mill and machinery as
may bo dosicnatod by tho party of tho socond part, and ac¬
cording to the spooifi cations furniohod by him for tho
puiposo of excavating , carrying, handling and treating
aurif oi'ous gravel upon said Grant, and pay all tho ox-
ponsos of op or at ing tho same j said mill to bo orcctod and
in oporation by July 1st, 1800, or no soon after as
possiblo in view of tho engagements of said Edison, tho
total expenditure not to oxcood tho sun of Fifteen Thousand
Dollars,

Till®:- That in the event that tlio parties horoto
are mutually satisfied with tho results of tho said mill
and machinery, the parties of tho first part are to author¬
ise tho preparation of plans for tho erection of a largo
.Mill and the opening of tho Mines, end are to provide
the necessary funds to pay for the same, tho expenditure
not to oxcood tho sum of Three Hundred Thousand Dollars,
b^t tho largo mill shall not bo oroctod until tho afore¬
mentioned leas 0 of tho Ortiz Mine Grant to Jamo3 W, Perry, 1
assigned as aforesaid to tho party of tho first part, is
extended and perpetuated as therein provided.

FOURTH:- That tho party of tin second part will pro;-
-3- 1

pare plans and specifications for t,ho said mills and
machinery* and by competent engineer, or personally, will
superintend the erection and operation of same, and that
if at any lino horcaftor the said party of the second part
shall make or discover any improvement in the procooo or
invontion heroin provided for, or in using tho name, or
which can or nay bo up.-liod to the sano, or shall booono
the owner of any such inprovonont, or shall discover any
now process of working auriforoua gravel upon said grant;
then and in ovory ouch caso the said party of tho second
part shall communicate tho sane to tho party of the first
part, and at the cost of tho party of the id rat part, tjjo
said party of tho second part will apply tho said inprovo¬
nont or discovery to the working of auriferous gravol upon
said Grant, if desired by party of tho first part, and
tho said party of tho first part shall bo entitled to use
and practice such improvement or discovory, and tho party
of the second part will do, oxocuta and porfcct, or cause
to bo done, executed and porfoctod all such acts, assur¬
ances, matters and things to secure said inprovonent and
discovery to end for the benefit of the party of the
first part on said nino grant.

FIFTH:- That the management of tho nills and ninos
supplying gravol thorcto shall bo ur.cior the control of tho
said party of the second part as long as tho profits of
tho business, after the mill or mills are in operation ,
shall bo sufficient t. o pay to tho party of tho first part
20/f intorost on tho cash actually invested in tho Hill or

-4-

Kills and in the necessary appliances used in the wines;
said interest shall bo 'sot aside rand paid yearly bofnro
tho division of the profits hereinafter ngro'od upon. Shoal;
the will or wills aft or being in successful operation
conso to operate by rouson of strikes, unavoidable acci¬
dents, fire or acts of God, the time of non-oporation shall
bo dedusted from tho year over which profits are calcu¬
lated.

SIXTH; - That tho party of the second part shall
receive as compensation for his skill and labor, superin¬
tendence and manafiomont , S3 1/3 por cent of tho actual not
profits or surplus ronaining after tho actual and nocossary
cost of labor and supplies in the Kills and mines connected
thoroto and the 20/ provided for in tho fifth Section of
this agreement have boon subtracted, such sum to bo con-
siderod as a royalty and to bo determined yearly by a
public and sworn accountant.

SEVENTH That in case of the doath of tho said j
party of the second part aftor one or wore mills have boon
in actual operation, and earning tho said SO;’;'’, thon tho [
proportion of tho said 33 1/3 / is to bo reduced to 20/ !
and paid to t.bo legal hoirs of tho party of tho socond part •

IK WITNESS V l H E R 2 0 F, tho party of!

the first, part has causod theso prosonts to bo signed by
its Prcoidont and the party of tho second part, has hereto

1898.

! ; • ^ :• i ; ;

The Edison Manufacturing Comparer, [

Orange, h.j. :

Gentlemen: -

I am in receipt of your favor of the 28th ultimo and note
t hat there will be a royalty of $100.00 per year on any new phonoplex
circuits which we install and that this is in accordance with the
contract between your Company and ours.

As I have had charge of this matter for only a short time
I shall venture to ask you to advise me when this contract was made
and with whom, as X suppose I should have a copy of it for my files .

7uM

Supt. Telegraph.

[ATTACHMENT]

1

lu.

-;/,f

4"' >}Aw

. i?

P }':yy^ . rv-w

ytf? a. rtrfJL

^v; — -X. O .

yVf~ ~

1 /) C _ _ >

/ | / - . ^ ^ w \ „

/ClA&

[ATTACHMENT]

Chicago, April 21st, 18

vania Ry. with Mr. Shepard's letter enclosed received. I think

the now superintendent of telegraph, Mr. Kale, is responsible for
discontinuance of the Harrisburg circuit. This gentleman knows
nothing about telegraphy, and 1g trying to make a record in some¬
way, and Mr. Shepard is more than likely acting on his suggestion.

I do not think, that the railroad company.'-* claim for -rebate
is valid, from the fact, that they stopped the royalty on several
other circuits discontinued at various times.

I should not be surprised that they will put the phonoplex
it: use at any time. If you: will permit me to suggest, I will say
that no answer be made to Mr. Shepard's letter. I return Mr.

Shepard's letter asrequ anted .

I \0* [fff^ Referring to the expense account of $60.75, ;
,U^/f//l:°t exactly right, only $10.60 of this belongs to

being charged to the Telegraph Co.
'erent telegraph accounts that I set

3unt is credit with the whole amount
tat we will get $50.15 of this amount

telegram to-day and will make

V/estee and Miller:

Referring to the paragraph that I have marked with
a lead pencil in this letter of Mr. Logue's, do you understand what is
meant? 1 may have made a mistake in the letter that I wrote to him,
but in any event, look it up and see whether you fully understand the
situation and whether the charges have been correctly made. This
letter is to be returned to me as soon as you are through with it.

4/27/98. v/ E 0

Enc-J

[ATTACHMENT]

/mr/jy-d/muas'.

‘ Xorthmt Cmtml itaiUmy (b. PMl(utu..mim.fJhtltaJlJt.(b.

West Jersey anti Seashore /tailroaJtbmfWiy.

</ . Jr/ ry /•/*///■

April 28th, 1898.

Mr. T. A. Edison,

Orange, E. J.

Dear Sir:-

_ n y°u hava already been advised by Mr. 3?. I,. Shennard
Qsneral Superintendent P. R. R. Division of this Company! that

divisiondl8I°SnrtA^t ^S4.ia+t of your Phonoplex circuits on that
division. I understand that you have been paid r ocular lv for three
circuits up to the present time. Two of thfaecircuit^weredia-

ss,£.8,;°-0° la

a-s* s3r* ■s'rs^r.jsr

Hope that you win b, wllllni “ «S.*!£ ar“»S«LJ
by which we ohall receive some ratum for this large outlay.

, . ^ would propose, therefore, that we continue in use the

throo circuits now in Qff8©t on ths Unit*fir? p« ny, n j - j, «T thfl
and Philadelphia, Wilmington & Baltimo^e R.S^It ^e reguL^rate
o?MPay"ent af t?at you allow us t0 uaa the instrument 8 ^ow

concessi?nflS^at y°U °an 866 y°Ur Way clfiar to ua this

j Yours truly.

Supt. Telegraph.

[ATTACHMENT]

Chicago, May <l-th,1890.

Mr. 17 E. Gilmore,

Gen. Mgr . Edison Mfg. Co.,

Orange, IT. J.

Dear Sir:-

Your letter of the 30th ult., with letter from Mr. Hale' ..en¬
closed received. I do rot know the exact date that the j{est Pern,
circuit was discontinued, hut T know it has been sometime ago . I
have always understood, that the middle division circuit while not
in actual use, has always kept in readiness to be used when reeded.

Mr. Randolph will give you the data in reference to the pay¬
ment made. According to the contract, the railroad co., is entitled
to no rebate. I do not think, that they should be allowed the full
amount, if any.

I do not lake much stock in nice oily words that Mr. Kale uses
in his letter, he has only been in office a few months and can know
very little about our relations with that company. As I wrote you
before, I think this gentleman was only trying to make a record in
this way.

When I talked with Mr. Kale ti
he did not seerr. to be very kindly
soon as f can get east, I will ini
If the contract is strictly 1
as they should have notified us oi
?-n other cases on this road . I ]

last time I was in Philadelphia
Lsposed toward a phonoplex- As
itigate, as Mr. Edison desires-
Llcwed, they have no claim or. us

;he discoutlnuuace, it was done

■ewith return Mr. Kale's letter,

Youi

[ATTACHMENT]

60 s ■ 60 £6

■''/■■to

Mr. I. At Ediepn,

Orangey K.J.

Dear Sir:-

ir, *!«" yZU °», April S8th in regard to error which we had
madfl to Phonoplex cirouits by which we have overpaid you

some ?1600- and suggesting that you fellow us to work out this over¬
payment on. new phonoplex circuits,.

I attach a copy of, the letter as I have received no reply
and it may have been last in transmission.

„ov, . 1 ““ undeE;aoms pressure in regard to expenses but if I

can show such an increase in our facilities 1 do not think it will
interfere with the three circuits we have now in
™f++WTaii.4 TIn caa? however you are unable to meet our views in this
the^PM 01^4 WSrrfhav1 ?8 oTbligad to out expenses by taking out

the Philadelphia-New^ York oircuit on the let June. °

Vours truly.

[ATTACHMENT]

Supt. Telegraph, Penna. R. R. Co.,

Philadelphia, Pa.

Dear SL r:-

Your letter of May 14th, addressed to Mr. Thomas A. Edison,
together with copy of yourletter of April 28th, on the subject of royal¬
ties claimed by you, is at hand. The communication of April 28th was very
surprising to us indeed, as we, had never been informed or understood that
the payments made by you were in error, and consequently assumed that the
phonoplex was being used right along. Our Mr. Vi. S. Logue, who looks
after the phonoplex business generally, is away at present, installing
the phonoplex o n different railroads, etc., and we do not expect him back
for about thirty days, it- is a very difficult thing for us to answer
you definitely until we hear from him. Mr. Edison had always supposed
that the phonoplex was being operated and giving entire satisfaction to
your Company, particularly when the remittances in payment of same were
sent right along. The feontract, dated March 6th, 1889, between
Mr. Edison and your Company, distinctly states that:

"Should the party of the first part (your Company) at any time
•cease to use. any circuit once created and disconnect the ins trumenjts , all .
royalties for such circuit shall cease from the time notice in writing
of such discontinuance is. given to the\party of the second part, .it'. ,;;

[ATTACHMENT]

being the intention of the parties hereto, that royalties shall be paid
only for circuits actually used by the party of the first part."

Of course, as Mr. Edison has received no intimation from your
Company that the circuits were not in use, and, as stated above, the pay¬
ments had been made regularly, he assumed, of course, that the phonoplex
was in use and giving every satisfaction, and he is naturally surprised
to learn that two of the circuits were discontinued, one on June 1st,
1891, and the other June 1st, 1888, particularly the latter, when the
.agreement was not signed until March, 1889. However, we would like to
have the question that you have raised looked into a little more care¬
fully, and would therefore ask that you defer further action in the mat¬
ter until Mr. Logue's return, when we will go into it carefully and com¬
municate with you further. We will endeavor, of course, to expedite
matters all possible.

Yours very truly,
SIGHED: W. E. Gilmore,

WEG/lWW

General Manager.

[ATTACHMENT]

Northern Central Jtailuuy Co. J Vii/mla mini. I'JiaUaJUl, Co.

H’esUerseyand . tfashoivJtailroad Company,

2L

^e/ionoiCetiiCentte^^fe/i^m/i/, \t

May 23rd, 1898.

Mr. W. E. Gilmore, f '$•

General Manager, Edison Manufacturing Co., ! !

Orange, E.J. .... ! 1

Dear Sir:- Jpr

J

I have your letter of May 18th and am sorry that you are
not in position to take up on its merits, the question raised in the
letters to Mr. Edison sent by Mr. Sheppard on April 15th and by myself
on April 28th and May 14th.

I realize that under our contract we have no claim on you
and it is most natural that you should be surprised to learn that
two of these circuits were discontinued so long ago when the payments j
continued so regularly.

On the other hand, my management is naturally displeased |

to find that we have paid out $1600 for which we have received absolub&y
no compensation. They expect the Telegraph Department to show some¬
thing in the way of economy in the direction of phonoplex instruments.

One method, in which economy could be shown, would be to
discontinue the three phonoplex circuits which we have now and
substitute some cheaper duplicating device.

Another method, suggested by Mr. Sheppard in his letter of
April 15th, would be to allow us credit on our present phonoplex
circuits.

[ATTACHMENT]

The third method, which I suggested, was that we should
continue our present three circuits on the understanding that you
would allow us credit on such additional circuits as we might
establish.

I do not wish to hurry you in this matter but I fear if
it is left for another thirty days I may be forced into taking some
immediate action.

If a personal interview would facilitate matters I could
readily arrange to meet you in New York.

Yours truly,

Sup t. Telegraph.

[ATTACHMENT]

MM,*."

¥

Mfra,-

//f -_Aug.._15.,_J.8S8 .

Pennsylvania Railroad Co.,

A. Hale, Esq., Supt. Telegraph,

Philadelphia, Pa.

Dear Sir:

Referring to Mr. Logue's conversation with you a day or two
since and the arrangement proposed, as to offsetting a certain amount of
money which. I have received in the way of phonoplex royalties, X desire
to confirm the arrangement settled upon, which X understand is as fol¬
lows: Your Company to continue the use of two phonoplex circuits,
for which you are to pay me One Hundred Dollars ($100) each per year
in cash, and in addition, your Company is to be allowed the use of
other phonoplex circuits, without charge, to be erected and operated at
the net price of One Hundred Dollars ($100) per year, up to a total
amount of fifteen Hundred Dollars ($1500) , provided that the said
Fifteen Hundred Dollars ($1500) be used up within a period of five
years from this date. Xt is further understood that should you decide
to put up any additional circuits, I am to be reimbursed the amount of
the price of the apparatus necessary for the purpose, and should you
decide to have such circuits erected by my people, the expenses, salary,
etc., to be paid for in the same manner as heretofore.

- 1 ^ V8ry pleased t0 learn that a satisfactory arrangement has been
made in connection with this rather difficult little problem, and I

ass?

li. as m the use of this system on your lines. Yrs. Truly,

• •• — - - - _Thomas. A _ Edison _ V . _

AGREEMENT made in duplicate this 19th day of March
1308, msmm Thomas A. Edison, Jr., party of the first part
and Charles I;’, St il wool, party of the second part, for and i:
consideration of the sum of One Hollar, and the mutual
covenant a heroin contained;

WHEREAS: It is proposed to 'incorporate^ stock company
to be named after the party of the first part as soon here¬
after. as may bo.

HOW THIS IMDEtmiRE WITITESSETJi:

MRSr: The party of the first part acre os that the
party of the second part shall have mil power and authority
to make and close and to prepare for final statures any an;
all propositions for the formation of a corporation to manu¬
facture the incandescent lamp bearing the nemo of the party
of the first part and upon the best and most advantageous
terms and conditions.

SECOND: Both parties hereto aBreo that they will make
an equal division of any and all stock which they or cither

Of them may receive as his or their share in the incorporate
of said company, and that both of thorn shall receive the earn; '
yearly compensation for their services.

lit VX3HX3S WHEREOF tta portlet, l„r«o ,W Hereunto „t
thoir ilor rna year n'r.t

In the presence of

Oi. &lo*crn,~57L__r

, T&vcoh Q: <S&

i

£tatc of Uw § cvjscy,

<®0ttntlJ Of Essex

§c it gtmtmM, That mrn day of

April • in tll\ Vear of Our Lord One Thousand Might \, Hundred and /

Mrneh, eight. before me, Alexander Elliott, Junloij, Master

In Chancery of New Jersey V

personally appeared Thorhaa A. Edison and ‘Mina M. Bdi son his wife

who, lam satisfied are the grantom mentioned in the within ’'Indenture, and to whimi'l
first made biown the contents thereof , and thereupon,' they ' acknowledged that tte y ' signed,
sealed and delivered the same as their voluntary act and deed, for the uses and pwposes
therein expressed: IUM . . . . . „

And the said Mina M. Edison.'wife 'as aforesaid ~

being by me,pnvately examined, separate and apart fromfov husband. , acknowledged that
she signed, sealed and delivered the same as her voluntary act and deed, freely, without
any fear, threats or compulsion of her said husband . »

L ^(jLA-Ct^c aj

™ - - " - ■ .

XL'ornn y Bdieour pfs * . „ ..

This Mortgaged is TuLij. paid
and ' satisfied8 /arid may', da
G^hfe^ileci of .ReeopdT
Dated- 19

' > m . * i J sr7^>j. ■

&.:>

)

Ui

day of

and Ninety eight
jand. Mina M, Edison his wife

^ made the

in. the, year of Our, Lord-fine WhowambMght Hundred

UcttUMIt Thomas A. Edison

of the Township
Essex

1M

°f West Orange

aiul State o/New Jersey'

in the County of
of the First Part;

Thomds A. Edisofi*. ' Junior, _

'the ' "Oity "
New York <■. ;»

N0WYork in the County of

rof NOW York •'"** : of the Second Part:

.Ftydte §aul.pa,M of .freest for and pi consideration of thc;sum of
J^our thousand f £t tfe '-'hundred doll ars
>Money,tf:the United, States, ff^erica,^ dn Und.mell and truly, paid; by the

said party of the vcond part, at or If ore the sealing and delivery, of, these presents, the receipt
lohereof is hereby acknowledged, ^and the said parly of the first pad therewith fully satisfied
contented and paid, haUt. given, granted, bargained, sold, dieted,' enfeoffed, conveyed, and
confined, Mpd, by these presents do - give, grant, bargain, sell, alien, enfeoff, convey, and

hiS • heirs, and assigns forever,

<2pi those tWOM or parcel b' of land and premises, hereinafter particularly described,
■the township ■ ' 0J "'•of '-’ ' • j7

situate; lying uhdbeingmthe township ; ' 00 ":-0f '
Essex.,-;. , , and State, of

Belleville
' New • Jers ey ■ C> '

W !8“Ti- •‘mmm *

»f Mth th. middle «!»••* »

8P#“,-Si™«.ti«5»HO»,nwliM!:.W»at»rt» ,lons the ml da« Un«.'l,r.Hi>n-

' ***** .«* t wonty-ono , foots mor. ■ on l.,., to

i.t.,of S4,4a 0.vt,i th.no. eun-w.-emt-
Innth.fowy-Ho.,, osnooo.thlPtyj«lnuto.,»..t ,o»o„tr-olxtfo.'t,to„

iSWWfc-Mn*™, d.sn..i;«u«iiia„ Mm..

IKteW,M5li,t»t*«<trir91iartoo iSarrandithoneo jtlons.tho noma sMth
toonty on. s^o. thirty ..v„ ^ ^

LOOO.tO th. .... lio. of B.lmont th^„ acne tht atm

&««?*«, sly, th>

memevmtvHm i{k&hi

m to,*,*

dat? a* MMw of, September 18{>0whioh said dbed was- recorded
iMM.,offioa,:of..tha Agister- of, Easex Obuntron the ’llth day of
September, 1890 in. Book S 25 of Deeds oa.p^w-^

TRAOT. ; Beglnine at the Westerly corner of Belmont Avenue
tke.latchune , Railway- Company, jthence run! ng along said
Southwesterly three hundred and fifty feet more or
less, to lands of ;j0ne, Smith; thehoe along hisline Northwesterly
one.^ecLand, tweaty.fi.ve, feei,: more, or less, to lands of said
Edison; thaco^one,-^ t,,,aame, Northeasterly: two hundred and sixty
&&***'**» to, lands , of_ said. Wat ohung Railway; ahd- thence

pon^the.same, Southeasterly one hundred and sixty two fbet, more -
|Pr lessee, said Belmont Avenue and^lace of begining. BEING the
describe, d in a certain deed from Lydia-1. Ropes to
jThoma s A. Edison faring date the 16th day of August 1890 which
said deed was recorded in the office of the Register of Essex

°o^ t^ toy oi 1891-in^k B 26 of deeds on

'pages 329-331-

with all and singular the profit#, privileges and advantages, with the appurtenances
to the same belonging or in anywise appertaining. ^ all the estate, right, title, interest,
properly, claim and demand whatsoever, of the said parly of the first part, of, in and to the same,
and of, in and to every part and parcel thereof: gjfew Mill for fotlt, all ami singular,

the above described tracts, or lot S of land and premises, with the appurtenances, unto the said
party of the second part, hi s heirs and assigns, to the only proper use, benefit and behoof

of the said party of the second part hi a heirs and assigns forever.

11 * agreed hj and between ihe Parlies to these presents, that if the said

Tnoma3 A, Edison his _ _ _ _ _

- - heirs, executors, or administrators,

do and shall well and truly pay, or cause to be paid, to the said parly of the second part
01 to hi s certain attorney or attorneys, hews, executors, administrators, or assigns,

the mm of Four thousand live hundred dollarB _ _ ’

two (i*) y6m 8 f,.om tjie gate ]Leveof with lawful interest for the same, at the rate

of si x (Q per centum per annum, payable semi-annually, according to the condition of a
certain Bond bearing ’ ■ ’

without any deduction 01 defalcation, for taxes, assessments, or any other imposition whatsoever:
then and from thenceforth these presents and said obligation, and everything herein and therein
contained, sl/ftjl cease and be void: anything herein and therein contained to the contrary in any .
wise notwithstanding; and the said Thomas A. Edison, the owner of the
Jlands above desc ribed, for himself, hi a ’

heirs: executors . and ladministrytors, do fcfc . covenant ■ and "grant to find with the said party of
the second part bis , , heirs hls heirs>

and assigns, shall not nor will apply for, or chain, any deduction, by r'eason ‘ o} tins mortgage,
from ihilaxdliie vSue'of the hdid!'ldink <5M pre^iS^ atid'M Wsaid p&foty ffw second
part. hia. ,/iein j ajid-gssigiis, Shallmd may frpm.lime fo time; anddat all times after default
shall be made in thepeifoniuuice of die proviso ornnMionfierein contained, peaceably and
quietly enter into, have, hold, use, occupy, possess and enjoy all and singular \ the above granted
■and bargained -prefniges, with (lie ap^e.idncedrMthouthhe lit; ^trouble, kind, mice dr denial
¥\ the. said Thomp.s.A., Ediaon.Jji a .. .• 4 - ..

heirs or assigns, or of any other person or persons whatsoever. ‘

' ^fsai^^Owfirsiparthage hereunto set their'

. hands and seals tliedwy and year, first above written.

C&J-. „ 3-a — •- ) / o a

<rfl Zf-'-.tyhf

r, ^ (<j 0 /

■jj 2/r S- T‘- :::v

<3>v/- ?- 4' ^ tfaZ.-.

2 -/ 'f ^

£^7 ^ ^,-

^ * i' ^ /? 6-4"

feomas A. Edison

To

Thomas A. Edison Junior

‘Mate/, April 25th

k Amount ,

! ~ Date,

[ Due,

| Interest Payable,

Interest Pate,

Alexander Elliott Junior
- .Edison- laboratory .

- - • Orange, N. j.

j 12-BOND - With Special Condition. Matthias Wum, Law Blank Publisher, Newark, N. J.

i Inoiu all Men bij tljene Presents; =**

I, Thomas A, Edison *— - - -

of the Township of

Essex unit, State of _ _

hom'd mi to Thomas A. Edison, Junior, of the

west Orange
New Jersey, am

to uoumy oj

held and firmly

!Oity,Oounty and State of New York

in thd'skim of NINE THOUSAND DOLLARS

lawful money of the United States of America to he paid to the said Thomas A . Edi so n

••V to' hi a- •certain A homey, ’JMbidmWdmimstrators or Assigns; for which payment well

and Unify to bo model do hind myself, my - - Heirs, Executors and Admin,

■islrators, - - - - - firmly by these presents. Sealed with my

Seal and Dated the twenty fifth day of April in the year of

Our 'Lord One Thousand Might. Hundred and Ninety eight

ftljc (ConDitiou of tl>iis Mention io sncl), That f the above Men

Thomas A. EdiBon,his -

■ to his certain Attorney, Mxecufors,.jUlnfinisirators or Assigns, the just and full sum of

[FOUR THOUSAND FIVE HUNDRED DOLLARS - _ _ __

lawful money aforesaid in. two (2)

Heirs, Mxeuutors, Administrators, or any of them, shall and do well and truly pay or c
be paid, unto the above mentioned Thomas A. Edison, Junior — — _

years from the date hereof

with interest for the

semi annually

the rate of six - per cent. per annum, payable

~ ' Together ' with ' all National, Slate, County «//<£r ownship
Taxes which may bo-assessed upon the money now loaned and hereby secured to be paid, or upon
• M8 i7ie. indenture of Mprtygge given to secure the payment of the same, and

bearing even date herewith; without any fraud or other delay, then .-this Motion to be void
or else to be and refnuin-’ih ftell force iiiiilvirlite;1 @§ ".*»

JUtil itJpJjCWlJIJ CXVmtil) Zm&m^uld any default be made in the
payment of the said interest, or any part thereof on any day whereon the «

‘ ibefore expressed; And should the s>

■is made payable.

Ithintv /«nl . . remain unpaid and in arrear for the space of

[thirty.,. (,®0 ), st— rr; -days, then and from thenceforth, (ha ;
thirty (30) days, the aforesaid principal &

interest thereon, shall at the option of the suit" Thomas

\

to say, after the lapse of the s<
of money, with, all the arrearage in

Edison, Junior or his

V ncilvoi

ten In) tljesc jfeeitts,

THAT

ittoiti all .

£ A, fit

^r. » Bp Dciclll) (ffCl'ttfl), That

Thousand Eight Hundred and s. f

fafidLi. f /l~\2d~G£^rTL. /d

iU*4si.<E<L£t?C- /j " ' — J '

nd <*£. — in the office of /ho nU-^L^-^A. of the County of A^TsL^fL.
n Booh £ / \3 of Mortgages, page v? , (j on. the

of^^^-^ry isoj, at / 2. , 'nr o'clock ji ,)/., is paid and satisfied

rtain MORTGAGE bearinglfate the
% the year of Our Lord One
made and executed by

(Tea /L «< _ . ^/r< f<-

/) - ^

day oj

189 S'

mm ^ do hereby consent that the same may be discharged of Record.

IHitllCSS ~hu^ hand v and seal \this 'hnfZy day of

swt"c«: a. e,.i(_ #

dL*. ~ ' n

State at tte#>«}$M».

50

tfoimti) of ■.*.-.

Pc it Itcmcmlicrci), That on. this Si^e^cZ, day of

in the year of our Lord One Thousand Eight Hundred and
Ninety before me ,

personally appeared A,

•who , 1 am satisfied IAQ the person mentioned in the foregoing Discharge of Mortgage, to
whom I first made known the contents thereof and thereupon — • acknowledged that

— « ■ signed, sealed and delivered the same as AaTO voluntary act and deed, for
the uses and purposes therein expressed. ^

\yjfcxa

AGREE ME. NT

Between

THOMAS A. EDISON '

and - ‘

• AMERICAN PARLOR KINETOSCOPE

|| THIS AGREEMENT, entered into thi s^pjj-vfc" day of May,

|j 1898, by and between THOMAS A. EDISON of Orange, Ebbox County,
j| State of New Jersey, party of the first part, and tho Amoricar
!j Parlor Kinetoscope Company, of tho City of Washington,
jj District of Columbia, party of the second part,
jj WITNESSETH:

1 1 WHEREAS, tho party of the first part is the owner of

jj. certain letters Patent, numbered 493,426 and 889,168, for
motion pictures called Kinetoscopos, and has a factory for
Ij tho production of films for use in connection with said
jjKinotoscopes; and

jj WHEREAS, the said party of the second part is the owner
jj of a patented device called the "Parlor Kinetoscope" for
exhibiting motion pictures, an exhibit of which is hereto
|j attached; and

j WHEREAS, the party of tho second part is desirous of
j| obtaining the right from the party of the first part, under
jj his patents, to manufacture and sell .opaque^films of a char-
j acter like the exhibit marked "paper film", and is willing to
j 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

That the said party of the second part will, on and. after
June 1st, 1898, pay to said party of the first part twenty-
five cents (25^) per dozen for films sold at wholesale for
Two Dollars ($2.00) per dozen, but the royalty shall increase
in proportion as the wholesale price is Increased beyond Two
Dollars ($2.00) per dozen, and that a sworn monthly statement
will be made within ten days after the expiration of each
month showing the gross sales, and that itwlll within ten
I day 3 thereafter pay the royalties due to said party of the

The party of the first par t further agrees that he will '

. • . # ; , :>

*1

(2)

ji furnish negative films made from positive films to the party
of the second part at the price of Eight Dollars (§8) for
|ieach fifty foot strip.

|l The party of the first part further agrees to furnish
I to the party of the second part ttf^films of standard size
i that he is free to sell, at the same price, and as quickly
ias thoy are furnished to the most favored customer. It being
I understood, however, that the party of the seoond part will
only uso such films for printing their opaque films therefrom.

This contract shall expire within one year from this
date, and is not transferable.

[ATTACHMENT]

*

/«4r (S

k«***|& fcrC.

MEMORANDUM OF AGREEMENT MADE' IN DUPLICATE this SI day of May 1898' by
and between THOMAS A. EDISON JR. of the CITY OF NEW YORK party of- the
first part and C.F.STILWELL of the same place party of the second part
it is agreed that:-

WHEREAS the above mentioned parties are negociating with one
JOHN FoBROADBENT of SCRANTON PENNSYLVANIA and one GARRETT P. ROGERS of
the same place, to acquire a certain irdn of steel decarbonization
process, and a furnace to properally use the process, said process and fur¬
nace now being controled and owned by the said BROADBENT and ROGERS and
Whereas it is preposed to incorporate a company to exploit and use the
said process and furnace, now it is agreed by and between said EDISON and
STILWELL that in consideration of the mutual covanants contained herein,
that whatever proceeds or profits that may come to either of them in
connection with the above transaction shall be equallly divided between
them when such proceeds or profits are received, if the proceeds or profits
be in stock in the preposed company such stock shall be equally divided,'
the intention toeing that the interest being mutual and the services being
of equal value the profits or proceeds should be and are to be equally
divided.

WITNESSED OUR HANDS AND SEALS: this 31st. day of MAY 1898.

First Party Parby^^^^S^^f

APr-xicmov: a

I.o«n or £4500* !ti 0/ "ojirol on tno w,-.t o.r 'X'uoi.aa A.
Ji-inon.

iiort.p-o mane oy 'fhor.«« A. 'Mia on «vt nifo to Thomsa A.
IMiaoa, Jr,, ft>r $4500. at .let art April 20th,. 1090.

!!on:i ar.«o by Thomas A, liclinon to Thomas A. Edison, Jr, for
..?f>000* and i'lvon to geauro sjtfrt o juoi, mentioned.
Property oituatod at iicliovil.’.o, now .Torney, Kosok county.
Property has no building on it.

tiort yo covora tlio two „<>to anov.n u,v tno •iBJo..'.i>r.niri.iy
f,iat;;ren. fo ot .or mortgage un property. Vitlo to the am in
ut the date hay oof boiny .searched by (Julio, UvaiJO Tit avert!

Hov: .Tarasy,

Do toil, Jr.no oth, 1 A)S.
Pr-^wT oJ-'!*/0)*

C*OU_A -|r- _ _ _ _

* — I Pj<s U-K

>I~V

H . -£i<U-r^

>1 u'-ai— A-

FREDERICK ST. JOHN,

. June . 9ih . ? 8

Mr Arthur H.Dart,

Orange N.J.

Dear sir:-

In reference to loan on property of
Edison, since I saw you last I have acquired additional information.
Thos. Edison Sr. was during the minority of his son 'Thos. Edison
Jr., his trustee, and custodian of trust funds, amounting to $4500.,
which he was bound to invest to the end that a proper income
should be derived therefrom. He therefore applied to the Orphans
Court for leave to invest the same in a mortgage for that amount
upon the property in question. The Court after taking proof of the
value of the property made an order allowing the investment.

Edison Jr., came of age but not immediately requiring the cash:, the
same mortgage was renewed April 25th 1898, for two years. Now he
wants to use the money and wishes to assign the mortgage, wh ich was
made by Edison Sr. and wife, and secured by bond of Edison St.
Inasmuch as the law requires that investments of trust funds shall
be upon property double ai the '"amount of the loan, the Orphan’s
Court must have been satisfied that the property was worth at least
$9000., and I understand that Edison paid about $10,000. for it,
seven or eight years ago. I hope you will make up your mind quickly
as I must give axad a decision this week as to acceptance Bis or

rejection.

/._•/ _ scP&JT

1^ J

„ . fn K'-Ji*—

t?0^ ; ®"'; ’„ _ z* .

JU^i xu_ y—' “"yp 5 /

5 J ^ 7^ gT KV^Lfh

■VUolialX • i

::r

^ >vj^pAra_^3C--y»«-

nzjrr^—

*x*-, -j~ '- ^ p

— — ' “-■'SpBET.-

FREDERICK

ST. JOHN,

u.ur.e....l6ih .

J/lr Arthur H.Dart

Orahge N.J.

My dear .Dart. : -

f E11iott last night )ir:IrSaif?roM.aL?rrGte^Se ^al he Ralled on
from Edison Sr. .that the full amount ofZ? th written statement
required by you. Mr Edison is % thlul ft!ja0e.ls stin du® *P. as
b3e to reach him for two or three dav^1?6! a!,d it wil:i n°t be possi-
Set such a statement from him J r Kll^ott thinks he may

may be that Mr Edison win nol%are ^®clJlire>although of course it
mortgage a-ul for thot r« « 1 carc *heiHor or not his so;- sel'v th,

If such is the easel hive t0 bother him elf about'it!
if the fun amount is still due°&c an rf then he ^ him ai!Cl ask him
shape of an affidavit as to Edison* auJ tben he can put in in the
effectual for your purposes as the V’ ich '!in be J«st as

preclude the remote possibility or n ao-r°bjeC+' 0f t,h:is statement is tc
Should you i„ r»turePforeclosc^you Zf22S,*&* *“ ^ Edls”" «
your own lawyer and i an, satisfied +3+ °ub l,I,h,:LE P,r?position „to
course we can obtain the IffUllt ? „ 6 W1^ '^ree with me .0*. .
which if untrue would render him crimifaii°I\?r1l to lhe same effect
this, if any payment, has been made or th^bonV ^ addition to all
same is endorsed on the bond or unle-^vn! ?d mortgage, unless the
such amount has been paid no dPfPnpf'V have actual notice that
mortgagor. Present this proposition ^ °?f be set UP by the

two to one that he agrees with me TherefOTe ? a^orney and I>ll bet
taking any risk even without the Hon .e *. can t see that you are
set notwithstanding, if possible! ls’whlch of course v/e win

the Astor Hous e * dur i ns°the ' aft Snoon! ^ ^ ^ presumeyou wiH be at
Yours very truly

^'Stu

%

^U^&eetSit> Gyu&4- 7 /y 2
lA^-ctTlAA-L^ oCc^&J
CLjU-?-<Yy— /Lc^crpr&b
Af^<S~Zr-o

Edison, N.J., June 21st, 1898,

.Mr. Alexander Elliott, Jr,,

Orange, H.J,

My dear Mr. Elliott:

In answer to your inquires contained in your letter of* the
16th inst., I would say, that the mortgage made and executed by
myself and wife to Thomas A. Edison, Jr. to secure the sum of
$4500., dated the 25th day of April, 1898, and recorded in the
Register's office of the County of Essex, New Jersey, on the 6th
day of May, 1898, in Book T 13 of Mortgages on pages 255, 258, and
the Bond made and executed by myself to Thomas A. Edison, Jr. for
the sum of $9000. and dated April 25th, 1898, to secure the said
mortgage, is a good and valid bond and mortgage and th&t no part
of the principal thereoijhas been paid by me or my representatives
to Thomas A. Edison, Jr. or his representatives and that the full
amount of $4500, is still due and owing to Thomas A. Edison, Jr.

Yours truly,

-/

AAvAAevAkA.

2A _ ^?_r

Otk£*

"h.1

t\ tto.

r~t r ’~?»;V~ .^r* r

IT

-^-VvX Up

S) - - <2-8-

‘JZA

“t

A^-) ,

~tfc*:(/ t: ~"vk«-v^j

r~

1

“ikv.

^CLu ^l~-~ _ _ |

LAW OFFICES

ORANGE, N. J., jvM 31 th, 1898.

i$Sfct$e«S8» George, Esq,,

Z’f Will iam Street,

ff.y.Oity .

WydoarMr, Goorse.*

At yaw* request I have made inquires concerning those matter*
ttoich you asked me to look up for you.

In regard to the price Mr. Edison paid for the property
covered by the mortgage made to your client, Thomas A. EdiBon, Jr.,
to secure the sum of §4600., I asked Mr, J. Randolph, the gentle¬
man Who keeps Mr. Edison's personal accounts, that very question
a fee weeks ago and he immediately referred to the books kept by
him and told me that Mr, Edison paid §9500, for the larger piece
and §2200, fop the smaller. Again to-day and in your presence, I
Asked Mr. Randolph the same question and you and I looked dt the
Original entries in the books and we found those figures to be

•Afrat* .

I oertainly acnsider that your client has shple security in
fchfofc property aa it has not depreciated in value since Mr, Edison
^$fejfefc*ea it, The trolley line on Bloomfield Avenue h«tr been
Since his purchase and the new public park sod bottle
be near this property.

' l00tpment ^

OP 3^0^S1,<3-^U(3-EJ./]

"j(. <■

£totc at §t<w |awjj, |

(Btoirnty At )

§« it glcwcrolicml, That on this

day °f — » in the year of Our Lord One 'Thousand

Eight Hundred and Ninety _ ^ - - mis

A ~1. £/L^.e^ — . £7^,,

^ ii«WC

personally appeared

~~ *—7 .7" s

<%,

& lc- ,

j gtecetoecT in thifUj^JiXdjxM Office of
| the County of "YvH -

j ore the %,'l^day o/?<^XwoLa-- -
j A. D., 189$ at ‘ Cj M_ d o'clock, in
j1 the -^Tnftlnoon and /ooc-^r-rxLa^cT
j in Book J\/0 . S 7 °f Assignments
: o/ Mortgages for said County, on page

who, I am satisfied £~-r the assignor in the within Deed of Assignment
named: and I having first made known to 6-, — L the contents thereof,

did — acknowledge that /£<_ signed, sealed and delivered the
same as 6^ voluntary act and deed, for the uses and purposes therein
expressed: -

3— AB8IGNMENT or HOBTGAOE.

a-

-5^-+sCi -Vi — „ id-y-Y'/^ .

party of the first part , in consideration of the ,

lawful money of the United. States of America, to

-*~7 ,f; I

TV’TT T v *■«—, »* .4*

daunt, . imof.U/.—/

One Thousand Eight Hundred ami 2^— f , r~ , "

^ >J /. - TT - - «w*8y

, A ^ 4^4 — «1 Ms m

to secure the payment

of the sum of

‘d-Cr^<L-

in the 6
ii Boole °Z / / _

©fljJCiltCl' With the howl or obligation therein described, and the money due and to grow due
thereon, with tlw interest.^ ®* $m M& to §»«, the same unto the said party of the

subject only to the proviso in the said Indenture of Mortgage mentioned: &nfl * do hereby
make, constitute, and appoint the said party of the second part ^ true and lawful

attorney, irrevocable, in Uy name, or otherwise, but at ' proper costs and charges, to

Have, use and take all lawful ways and means for the recovery of all the said mono,, and i
mterest; ami in case of paynunU , to discharge the same as fully as J might or could do if \
these presents were not. made: glut J do hereby covenant, promise and agree, to and with \

the said party of the second part, that there
Mortgage the sum of -J-Ze

3 and owing upon the said Band and

7V*-

4

//fFrh -

i» Wttww rnmof,

c4

have hereunto set Hmd and Seal

n ' day°f - m the year of Our lord, j

One Thousand' Biff, t Hundred uml Ninety - I

Signed, Sealed and Delivered )

'T^cr>naO

worv 1

[HHF-IL7]

PoiiiJ

To

Amount,

Date,

Due,

Interest Payable
Interest Rate,

CITY AND COUNTY ON NEW YORK: SS:

Thomas A. Edison, Jr. being duly sworn deposes and
says; that he is the mortgagee in that certain mortgage made
and executed by Thomas A. Edison and wife to Thomas A. Edison
Jr. to secure the sum of §4500., dated the 25th day of April,
1898, and recorded in the Register's office of the County of
Essex, New Jersey, on the 6th day of May, 1898, in Book T 13
of Mortgages of pages 255, 258; that the principal sum of
§4500. is still due and owing and that no part of the same
has been paid to me or my representatives; that no other
assignment of this mortgage and the bond given to secure the

same has ever been made to any person or corporation; that

as far as deponent knows there are no good defenses to the

said bond and mortgage, and that this affidavit is made for
/«</««« ,f Wtruvf

the purpose of, gaining. ^ &a»t of Orange, New Jersey'

to take an assignment of the said bond and mortgage, and
further that up to and including the A4 day of June, 1898,
no part of the interest of said mortgage has been paid to me
or my representatives.

Sworn to before me this

* V*day of 1898- Q. *ia_

/p-j

v. a-t

_

Know Yes T/uitJp<ven J. Conley of the township of Sparta, Sussex
County, New Jersey, -

for and in consideration of the sum of five thousand seven hundred and seven¬
ty nine & 90/100 dollars -

lawful money of the United Staten of America, to me in hand paid by the
New Jersey and Pennsylvania Concentrating Works, a corporation of
New jersey, -

hum remised, released and former discharged, and by these Presents do, for myse If, my
- heirs, executors, and administrators, remise, release and forever discharge the said

New jersey and Pennsylvania Concentrating Works, its successors
and assigns, - - -

heirsj- executors ■and-mbrrinistrators, of and from, atffifnd all manner of action, and
actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity,
which against the said New Jersey and Pennsylvania Concentrating

Works I - — - - — - _ _ _ _

ever had, now ha ve or which. I or my - -

— - heirs, executors or administrators, hereafter can, shall, or may have, for, upon, or by
reason of any mutter, came or thing whatsoever, from the beginning of the world to the day of
the date of these Presents, and especially for any work done or services
rendered by me for said Concentrating Works at Edison, New Jer¬

sey or elsewhere,

Excepting, however, from the operation of this release, twenty
two promissory notes, of even date hereof, made by said New
Jersey and Pennsylvania Concentrating Works, for two' hundred
and fifty dollars each, payable at the German National Bank of
Newark, New Jersey, all payable to the order of and endorsed
by. Thomas A. Edison, the first one payable at one month and the
others payable one on the twentieth of each succeeding consecu¬
tive month; and also excepting one other promissory note made
by said party for two hundred' and seventy nine dollars and
ninety cents, of same date, order of and endorsed by said Edi¬
son, and payable at the same place twenty three months afte^
the date thereof.

In Witness Whereof I have hereunto set my hand and seal
the twentieth day of September in the year of Our Lord one
thousand eight hundred and ninety eight.

Signed, sealed and delivered )
in the presence of )

.....

Thomas A. Edison.

'Batec/. September 20, /d^8.

Jt«t( 0{ *0MU gflWg,
(Bounty of

§c it |tcmcmkM(i, That 0,i this

°f in the year of Our Lord One Thousand

Right Hundred and Ninety before me

personally appeared

who, I am satisfied the person in the within l)eed of Release

named; and I having first made known to the contents thereof

did acknowledge that signed, sealed and delivered the

same as voluntary act and deed, for the uses and purposes therein

expressed:

IJc all to whom i\\m |)rmitto shall romo or mag roitcmi,

Know Te; That I ,0wen J. Conley, of the township of Sparta, Sussex
County, New Jersey, - -

■for and m consideration of the sum of one dollar and other valuable consid¬
erations

lavjfvl money of the United States of America, to ■ me in hand paid by Thomas A.
Ediso^ 0f Orange,- New Jersey, - - -

have remised, released aiul forever discharged, and by these Presents do, for myself, my
- - heirs, executors, and administrators, remise, release and forever discharge the said

Thomas A. Edison, his . - .

- heirs, executors and administrators, 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, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims and demands whatsoever, in law o" i egi t /
which against the said Thomas A. Edison I -

>r which I or my -

. ,ieirs> executors or administrators, leiefte i, hall, r may I me, for, upon or by

reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of
the date of these Presents j.

^Ti.5sriKf*p5sES?*stas SSSi’5Skt-,r,l5sr5,,,ir‘

SSt

the others payable one on the twentieth^ °ne m°nth 811(3
secutive month; and also exceDtin£nnphn+fc sacceeding con-
made by said party for two hSd'ed ^ °£\er +Pnomissory note
ninety cents, of same date orde/of I n]n6 dolJars and
son, and payable at the endorsed by said Edi-

the date thereof. pl twenty three months after

the twentieth0day'^frseptembereineth^ntO S6t my hand and seal
thousand eight hl/JttTine ly elghl " °f ^ L°rd °"e

Signed, sealed and delivered )

1 hSPreSenCe0f j A

New Jersey Supreme Court.
Owen. J. Conley,

d

O

. VS- §«

New jersey and o

Pennsylvania Con- 5

: cent rating Works. ^

RECE IP T.
$5,779.90

Contract.

New Jersey Supreme Court.

Owen J. Conley, )

vs’ ) Action upon contract.

Mew Tersey and Pennsylvania- )

Concentrating Works. )

$5,600

'279.90

$5,779.90

Received September 20, 1898, of the defendant, the New
Jersey and PennsylvaniaConcentrat ing Works, five thousand seven
hundred and seventy nine dollars and ninety cents, viz:

Said company's twenty two promissory notes for $250 each,
each bearing date September 20, 1898, and payable at the Ger¬
man National Bank of Newark, New jersey, each payable to the
order of and endorsed by Thomas A. Edison, the first payable
one month after date and the others payable on" the twentieth
of each succeeding consecutive month, amounting to $5,500, and
said defendant's other promissory note of same date for $279.90
payable to the order of and endorsed by said Edison, payable
twenty three months after date at the same place; being in
full payment ■ of the plaintiff's demands in this suit and of
all claims and demands to the date hereof, I having also deliv¬
ered to said company a deed of release for all claims and demands
of even date herewith.

s8ale'1 and ae:,iTO™,, > Au Jfc

le presence of ) U (/

[ATTACHMENT]

Li tdJhii*-*. ^

\ /fa-v-zt*' ; \

/tcx-yX?

^-5

[ATTACHMENT]

| , Gv^

(lyOtrvJL + .

( f*^^7 ^ O^JL

^ .

QiA^-O^si-tl St^S-/.' 3. y * /<FfF.

A TRUE COPY,

«CTAT.

O 0 > Jlvy If / f

IL,

Q

''I /vj-. 5aJCU

G , /f . / £L i(

"V-lp,, ’Ci <4-

7"A* — 4. £sUjL

(54<^o /f^l SU-r-c^Jl - -'

Tkrrru^^ cjJ

Pi

"'■a-

RICHARD W. KELLOW FILE

_ The documents in this file cover the years 1875-1929, but the major
portion dates from the twentieth centuiy. The documents are filed in
envelopes, numbered 1-259. Some envelopes are missing from the numerical
sequence. Each envelope generally contains several documents pertaining to
a particular individual, business interest, business relationship, or transaction.

Among the documents on the microfilm, there are deeds, releases,
correspondence, and other material relating to the purchase and sale of
property belonging to Edison, Mina Edison, and Mary Stilwell Edison in
Menlo Park; patent assignments from Thomas J. Handford and William K. L.
Dickson to Edison; correspondence associated with the elimination of expired
patents; and agreements and correspondence concerning dynamo
improvements made by Justus B. Entz of Schenectady. In addition, there are
agreements and correspondence regarding the New Jersey and Pennsylvania
Concentrating Works and the Spurr Iron Mining Co. in Michigan; and letters
pertaining to the financial affairs of Osgood S. Wiley, one of Edison’s ore-
milling agents in Britain.

Seven envelopes covering the period 1879-1898 (along with some related
items from the twentieth centuiy) have been filmed. All of the material in
these envelopes has been filmed except for nine items that appear in Thomas
A. Edison Papers: A Selective Microfilm Edition, Part I and a few duplicates.

RICHARD W. KELLOW FILE
ENVELOPE #28

PATENTS

FOREIGN & DOMESTIC

List of old patents destroyed on instructions
of Mr. Thomas A. Edison. Feb. 10. 1920.
Also several old Patent Assignments.

■yt6/ (?//, a, 9

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c/rnjLs e/o//ai Jo ^ «, /law/ /tacit Me

icce//,oAaeo//d AcieAy ac/nov/ce/ycet ^ Aavc addcynce/ anc/ doty
<mc/ty ZAcde/icda^Jiandfi,, convey anc/ dc/ ova, ccn/o /Ac daj

C/77& ^/no/ca^c* te&O Atcc.
/AiA/b, , a^aic) ^isais/estjed-A^
/&>, /fc^'ctrCesi, a^fc) e^7
dacS) cz^ay
yA<&s CoAciau/e oia <Aeyty/£i

czszaLeZetL/,

c/* cap^-uCU .

ayeyee/Ay /Ac daci/i

' /oi men cede one/ AeAoo/',

ctncA/a /Ac adc anc/AeAoo/o/ Ak^ /cya/ic/ucdm/a/mcd, Jo /Ac /a//ma

oie/ Jcim/o). coAccA dace/ \SAeJZeld 'SAa/mJ cc4cy*xm/sc/^uayi^ecyAdZo/Aeo6
ad /a/Ay an/ en/o.e/y ad //c.damc -wcuA/Aavc /on Ac// anc/ aybye/
Ay d-cJ Aa/jAcd ^uynmm/ anc/ da/e no/ Aeen niac/c. -

^ A™ /*#*,& tc/eu^/an/sen/

atffacc/ cf^Mu dca,4>ZAcd ^

/Ac yea* one ZAoaian/ ecyA/ Aucn/e/^n/ <8^// &/ .

rcr< /tuwj acen /lew ana cryaye/i
Cf /c no/ Aeen mae/e. -

St£ *fl?-<£~C ^llejZ^ab-cZ. (^Le^T" <jyz. /^a— ■£

. ^!q^<Jt£>'>''2_ mf /^£L- ? ■^£ot*jyTj£ cxjy^cZ .

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jtfct-Lc/. (^^£eyyy?j3z*f ^^CS'^ry'Z— ^ ?£ci£~&

<acty''*~//kL^^Q!>^>-zy^'3e/y-i^yy-y?-^^ cA t-^A —

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|v/^ jasvi3r5^yi- C/^so cry-c-C?!£a?2-C)/ *£~oo&&zj&sr?— S^-Z— -xfet * -!^_

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'./eef^uxu/arz^^^ Sv£eJ2-a-c^.&

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[s&at-Lc^ \p7z^yyy~i£x*/ . ^>0^£*&ey2y2—j'^4y&

WHEREAS , X , Edward P.King, of Cleveland, County of

Glass, as fully ■

>aratus for Manufacturing Plate

; forth and described i

i prepared and filed by r

" day of September

1So3, Serial number 284,547, preparatory to obtaining

uetters-patent of the United States therefor:

>VHEREAS. ^ward P.King of Cleveland, County of
I Cuyahoga, and State of Ohio, and Willia* D.Burgess, *.tavn.
I Herman, and Milton Churchill, all of Toledo, County of
I Luc as, and State of Ohio, are desirous of acquiring an in-
I terest in said invention and patent:

1W, therefore, to all whom it may concern, be it
known that, for and in consideration of One dollar and other

valuable considerations to me in hand paid the receipt of

which is; hereby aoJcnowi-oa^c-e.-,— r — _ ioll.ai _ ^ _ _

set over, and by these prosentd do assign, sell, and set
over unto myself '.the said Edward P.ICing, William D.Burgess
Gustavus Herman, and Milton Churchill, our heirs and assigns
all of the right, title, and interest which I have in said I

I AND I do hereby authorize and request the Commis¬

sioner of Patents to issue the said letters-patent to my¬
self the said Edward P.King, william D. Burgess, Gustavus

Herman, and Milton Churchill,

iccordance with this

And X do hereby covenant that I have full right to
convey the interest herein transferred, and that I have not
executed any writing in conflict herewith.

In testimony whereof I hereunto. set my hand and affix
i 2s August 189° . n _ y

WHEREAS, we, the undersigned, Edward P, King,
of Cleveland, in the County of Ciiyahoga, and State of Ohio,
and William D. Burgess, Gustavus Herman, and Milton Churchill,
of Toledo, in the County of Lucas, and State of Ohio, are the
owners of an Improvement iri^Apparatua for Manufacturing Plate
Glass, invented by said Edward P. King, which invention is
fully set forth and described in the application for Letters
Patent of the United States therefor, filed on the 4th day of
September 1888, and numbered 884,546; and

WHEREAS, Thomas A. Edison, of Llewellyn Park, in
J the County of Essex and State of New Jersey, is desirous of
acquiring an interest in said invention and in the Letters
Patent of the United States to be obtained therefor,

NOV/ THEREFORE, be it known that for and in
consideration of the sum of One Dollar to us in hand paid, the
receipt of which is hereby acknowledged, we the said Edward P.
ting, William D. Burgess, Gustavus Herman and Milton Churchill,
as joint owners of the entire right, title and interest in and
to the said invention, have sold, assigned and transferred,
ind by these presents do sellf assign and transfer unto the
said Thomas A« Edison, and his heirs and assigns, an undivided
jne-half interest in and to the said invention as described
Ln the application for Letters Patent aforesaid, and in and
10 anJr Letters Patent of the United States that may be granted
ihereon; and we hereby authorize and request the Comnissioner
>f Patents to issue such Letters Patent to ourselves and the
paid Thomas A. Edison, and our heirs and assigns, in the pro-

6

2

portions of one-half to ourselves and one-half to the said
'Thomas A. Edisorio

IN TESTIMONY TOE RE OF, we have hereunto set our hands and
q " day_ of 1890..

affixed our seals this

& Jk £

*2 z*57 /ci-.

&Lk\:

In presence of , -

< C£Cr/ <, *&>■ !>%■ t-w-p-CAS «

✓ 7^vs

| WHEREAS, I, WILLIAM K. L. DICKSON, of Orange, County

of Essex, State of New Jersey, have invented certain new and
useful improvements in the art of photography, for which I am
about to apply for Letters Patent of the United States; and

WHEREAS, THOMAS A . EDISON, of Llewellyn Park, County
of Essex, State of New Jersey, is desirous of acquiring an in¬
terest in said invention, and in the Letters Patent to be ob¬
tained therefor:

NOW THEREFORE, To all whom it may concern, Be it
known, That for and in consideration of the .sum of one dollar
to me in hand paid, the receipt of which is hereby acknow¬
ledged, I, the said William K. L. Dickson, have sold, assigned)
and transferred, and by these presents do sell, assign and
transfer, unto the said Thomas A. Edison, all my right, title
and interest in and to the said invention as fully set forth
and described in the specification executed by me on the Pffc,
day of (S? , 1891, preparatory to obtaining

Letters Patent therefor:

And I do hereby authorize and request the Commission-]
er of Patents to issue the said Letters Patent to the said
Thomas A. Edison as the assignee of my entire right, title and]
interest.

IN TESTIMONY WHEREOF, I have hereunto set my hand and]

affixed my seal this

Irdh

day of

In the presence of -

_

1891.

Ill going over a large quantity of old papers and documents,
books, etc,, which have been knocking about in storage for.aiu some cases, thirty
to forty years, wo have found that about 75$ of all the matter could be destroyed
consisting of old order books, time tiokets, routine letters, etc,, eto.

Among the lot of papers were discovered' some old. patents
which 1 have had Judge Holden look over. Attached is his, ••'report. I should like
to know whether it would be proper for us to destroy most of /these' as suggested
by Judge Holden. ;■ , ' ■ V

6PQ-A

[ATTACHMENT]

December 3, 1919

Mr. Kellow:

I have gone through the bundle of papers that' you brought
down here, and would report as follows:

Most of these papers are expired foreign patents. These
are of no value ana I see no reason why they should not be destroyed.
The black leather envelopes are of a very fine quality of leather
and could probably be sold to a pocket-book maker In Newark. I
Imagine there might be a good many of these envelopes filed away
In one place or another and would think they had some little value
as leather.

There are also quite a number of receipts for the pay¬
ment of taxes on foreign patents. All of thCse receipts, however,
relate to patents which have expired and I see no use in keeping
them.

Thera are also 16 U. S. patents all of which have ex¬
pired. It seems to me they should either be destroyed or placed

in the files with other U. S. patents belonging to Mr. Edison.

"TSere are a few assignments which seem to relate to

■ed patents, as follows;

Assignment dated October 8, 1883 from Richard M. Dyer
and Henry w. Seely to Samuel Insull.ofan application filed In
the Patent Office on September 15, 1882 for improvements in
Electric Elat Irons.

Assignment dated December 29, 1890 from Edward p.Klng
and others to Thomas A. Bdison.af..si application for letters patent
filed in the Patent Office September 4, 1888, Serial No. 284,546,'
for improvements in Apparatus for Manufacturing plate Glass.

Also assignment of Edward P.Klng dated August 5,1890
to Burgess and othersA An application filed September 4, 1888,
Serial No. 284,547, for Apparatus for Manufacturing Plate Glass.

[ATTACHMENT]

,on, , Assignment of William K.l. Dickson dated Ootober 8
1891 to Thomas A. Edison for improvements in the Art of
Octohfra8hyi891 Whl°h he sxacuted a Patent application on

Assignment by Thomas J. Handford to Thomas A. Edison
°?^ln British patents the latest of which is dated June
2<2, 1885 and which therefore expired more than 20 years ago.

Assignment by William A. Stern and Henry il.Byllesby
to Thomas A. Edison of a one-half interest in an improvement
in lighting cars by Electricity, the same being dated January
11, 1882 and stating that application for letters patent was
about to be made.

I have tied those various classes of paper up
separately and you will have no difficulty in distinguishing
one from the other.

DH-KS

[ATTACHMENT]

£=.*£ SSCit^SSL"--

jrwcuuuu rATjbiiUTO Am m*Wxoxu

- ^.V Brandon & Co. of Paris.

u- a,^IS! ?at®"ts da*ed fr°” 1S74 through 1902 and were issued' 1
iJr. 1 homes A. Edison from the following countries:

1 Patent from Argentina.

3 Patents from Belgium.

5 " " Canada.

2 " " Denmark.

14 " " Prance.

2 " " Breat Britain.

1 " " Queensland.

1 " " Russia.

1 " " Sweden.

1 " " Switzerland.

12 " " Victoria.

7 Patents from Germany.
1 ” “ Greece.

' Italy.

' Hungary.

' Hew South Wales.
1 Hew Zealand.

' Horway.

Spain.

So. Australia.

RECEIPTS

Receipt for payment of second year taxes on Austria}/ patent of 10-15-190C
Receipts for payment of taxes paid in Germany and Ita^ set U9 of paten
Tax Receipt of German Patent Set 112 B ^ 01 paten‘

Tax Receipt of Prance and Belgium, patents set 119
German payment of German patent set 112 C.

These patents were destroyed upon .instructions
after they were checked up by Mr. Delos Holden
on February 10th, 1920.

of Ur. Thomas A. Edison
of the legal Department

[ATTACHMENT]

S2^221taf,s;i^o?SS; 5*2

If _ Destroyed February 10th, 1920.

196,747

205,370

208,299

210,767

224,665

| 248,431
273,714
258,149

1273,715
|2 82,287
JE87.360
295,990 .
309,167 .

Domestic Patent*

: ;= g wramtra rxp ““ ‘

- Improvement In Methods of preparing Autographic Stencils for

- Addressing Machines, to EdfS^SfmS f'laao 17,188°-

" Electr°"fC-helni?f1 Ee0eivine Telephones to’Edison. Aug. 31,1880

• Electro-Magnetio Brakes, to Edison Oct. 17, 1880. ’ ‘

Preserving Fruit, to Edison Oct. 18, 1881

• Magnetic Electric Signaling Apparatus, to Edison, Mar 13 1883
■ Lighting Cars by Electricity to Wm. A. Stern, He^M £llest

and Edison, May 16, 1882. ^ Byilesby

vrt °f ^leableizing Iron, to Edison, Mar. 13, 1883.

SStSSl '6Solderwn?line tEP“atus- t0 Etiison July 31, 1883.

^0tSSrSutrS£ZS iTllll1’ Hueh9S' 0ot- 23* 188s-

Ad jus table Hesistanoe for Electrical Circuits, to Samuel Insull
Trustee, Deo. 9, 1884.

82573

53016

1142685

8026

12279
1 12075

112719

121687

187125

141752
: 10743
.50316
J09267
ieries

Foreign Patents (as listed by Brandon CoJ

~ n!?2ltina,’ S0# Amerioa* issued to Edison, ^rf^l!1 1884
Belgium, issued to Edison, November 4, 1890.

- '• » I, " " 12 » 1880

- Canada, Telephones, issued to Edison^’oot?0!?, 1877

Improvements in propelling mechanism for electric
vehicles, issued February 18, 1893.

SlT™,111 pr01’elllnS Juices for electric oars,
issued to Edison, ilarch 13, IQ93.

" " ^ovementin electric motors and in methods of

lt operating the same, to Edison, February 20, 1893.
issued to Edison, Sept# 8, 1876#

- Denmark, issued to Edison June 21, 1900 for -Method of and

purposes! reheatinS mispressed air for industrial

- 11 To Edison issued Deo. 22. 1892 .

- France, to Edison, 15 years from Movember 19, 1887. ® &S a 0ve

to Edison for -Method of and apparatus for reheatine-

- - lndUStrial Purposes, my ?6! 18^1.

- » , pdfson Por Autosraphic printing, issued July 10, 1876

- - to Ed Tfleph°ni0 Ieleeraph issued March ll, lira. 1

to Edison, issued November 22, 1887.

pe3;feotloa ia construction of nachinery
apparatus and accessories for railway electrics als7 i
distribution and translation of electricil

- " ^or exploitations of railways issued March 16, 1881.

to Edison issued March 16, 1881.
n to Edison, issued Jan. 13, 1891.

' to Edison, issued Oct. 30, 1882.

■ " to Edison, issued Mov. 3, 1890.

|| to Edison, issuedAugust 13, 1890.

I •«' to Edison, Issued Sept# 11, 1890#

- Great Brit*?*61? %%flleB?y’ is8ued August 12, 1882.
ureat Britain, to Edison issued ifey 4, 1881#

’ " " t0 Edison issued A#pil 18, 1882.

[ATTACHMENT]

7020
14008 •
12033 ■
2442 .

112327-

334, Vo,
134. Vo,
51635

16336

2701

14387

2693

1341

5395

[2466 -

[24228 -

2148

1811

2881

10281

8386

13971

15791

15792
10805
1 1022
15583

1 16709
16710
L7155 ■
1 16176 •

Germany to Edison, issued February 1, 1902.

„ Ediscm’ Dynanometer, issued Feb. 7, 1881

„ ,t0 Ed*son Telephone, issued Aug. 18, 1881.

„ “° f^son lssued Beoember 22, 1892. (set 93)

^^on. of and apparatus for reheating com-

" to Edi ln f for,lndustrial purposes issued Kay f7, iG99

( t0 Edison issued Sept 14, 1890. ^

" to Edison, issued Aug. 26, 1890.

“1“ SS!”! 1 ** ,op *” * s»lp <*» s*

55 M y ; „dlson for 15 years from Sept 13, 1890.

„ * 8021 for 15 y^rs from Aug. 15, 1890.

iE°V,Mfth0d °f and apparatus for reheating
- Hungary, to Edison .'LeMl 16

I Hew 7enlth Ial!S’ t0 Edi6on issued Deo. 24, 1890.’
ew Zealand, to Edison, issued January6, 1891.

Horway, to Edison, issued August 22, 1890.

Queensland, to Edison issued Deo. 3, 1891.

sSST'tt r?sr* “*• “““ 26-u°

to Edison "Method of and apparatus for reheating mm

Spaifl etrOoloniesrtf°F^indUS!:rial pUrposes lssued June 17, Is99
pa*. v ^eiuuie® to Edison issued Hov. 11, 1890.

Spanish patent to Edison issued May 27, 1878.

" 1tssuedB1878!r ele°tri° transmission of sounds,

Sweden, to Edison issued January 18, 1889.

So. Australia, to Edison issued Jan. 2, 1891.

Switzerland, to Edison issued Aug 25, 1890.

v7®:®a; Ed*soa same aB 51635 Italy, issued IS ay 16, 1899
Victoria to Edison issued Deo. 29, 1890. J

to Benjamin Joseph Barnard Mills, issued Sept 5, 1890
-i „ " "j( 0ot.6, 1890

to Edison, issued Feb. 24, 1883.' '' JUly llf 1890

s srvrg.isr “ii1*' *«• «.

to Edison, June 13, 1887.
to Edison, December 13, 1887
to Edison Kay 16, 1899.
to Edison, January 2, 1891

!•** of Mri LSI sK m”,° W “ 1M* “* 119 « potent)

n™CelPt °! Fran°e and Belgium, patents Setll9.'

German payment of German Patent Set 112 C

RICHARD W. KELLOW FILE
ENVELOPE #69

DEEDS etc.

to farm land (21.71 acre lot)
located at Menlo Park, N.J.
Ann M. Carman - Mary Edison
Year 1880

LEGAL DOCUMENT FILE

Subject

Sate

forties

Detail -

Heal Estate - Hew Jersey - Menlo Park
1880

Aim M. Carman - Mary Edison
etc.

Contents -
(1) Deed

s“»»

. to Am liarla

(2) Release - The Mutual Ufo Ins. Co. of s»

Carman - Sated June 1st. 1880
Hoe. Juno 7. 1880 - fcddlesex Co. - Jfe.p
Beloaaos - Pago 83 etc.

(3) Correspondence

L«) ^ j (D

[ON BACK: "WM S BARSTOW 50 PINE ST N.Y.C.’1]

[ON BACK: "WM S BARSTOW 50 PINE ST N.Y.C."]

. County, \ gc it gttOlVU, That

. . . day 0f_ — .(!Aow . .

TO the year of our Lord ofie thousand eight hundred n»,l j> 077-

before me, .

personally appeared _

. .OCT. .

who, lam satisfied, .Qr'WL . the gnmtor A mentioned in the foregoing Deed ;

and I having first made known to .JZjfb*. mj. the contents thereof, .

Act acknowledge thaCX^_signed, seated and delivered the same asl^zOxuD
. . ..voluntary act and deed, for the uses and. purposes therein expressed.

■d . ol^....cUl . .

being by me privately examined, separate and apart from . tJa£L^_

husband , did further acknowledge that jLL_ signed, seated a

’ 0,0 JJMr knowledge that signed, seated and delivered

the same as . _<L&Ar. . voluntary act and deed Jr«Iy, without any fear,

threats or compulsion ofi.___.JLzA. . said husband f

- BHIB. ,(ps

' _

Wi> . 2 Ji. C(/Tef\ . ...

Mfse4~.2yL^ '__. A_£j_s6

5 Deceived in the Clerk’s Office of the County

of .. jiff, At on the.__.jL~_.

day of^UsDUi. . ,....18 P/J, and recorded.

Un Book of Deeds, imtcti_t_J’_ /

% , . Clerk. .

. Utec / rtf. SfpffL y

. v ' A

./3:J:.L.J. . \:l/... <V' CtS, i /-AXe,/

_ . "Z . 7 .

of the FIRST PART, and Pj/tlF , Or/,/ ■ A.y So,'/. i if

A:. , <£■ oL -x \u.. f:;t. CJl L /. Lut ■ a. f L. uflt if/cu.,. >a£

.Jiff/. . . . 'l..Jf/ff./ .-■. _

. * . . o/ the SECOND PART:

That the mid parti/ of the Fire t Rtrt, for ami in consideration of the sum of

dtMf; cfflcLotfCUcct Cl'.t cl A.:,- if A,/., A, -

lawful money of the United Stales of America, Io.MLojS, . the said party of the First Part, j

in hand well and Indy puid by the said party of the Second\ Rtrt, at and before the sealing and
delivery of These Presents, the receipt whereof is hereby acknowledged, and the said parity of the
First Rxrt, being therewith fully satisfied , contented and paid, hart<-£. grunted, bargained, sold,
aliened, released, enfeoffed, conveyed and confirmed, and by These Presents do •— grant, bargain, j
sell, alien, release, enfeoff, convey and confirm unto the said party of the Second Part, and to !
../fifftlf.. . heirs and assigns forever, AcJ~......Afj':i: . .CffCu.ot.,, JipfcLpt ,’r tarci/x \

0/ -Pcu/lJLs CU,CfL^ y> U <vv (Jt ti/ci' , i x >uo au./ J 'i/xi.aZc fu £^c

cJ trio y /l cV/ctn.c , Jb <kd*utc/ <V cu,A d/a&

fc-ts/ztdJ, yt,U£tt. - C't. -u.rt ‘f Ujr t A Cu/f,_cuJ a.Ay cte.&LN*eJjuC

■JyJlcuxJ . C {JtZ' /j.eqcf;,;<hy a./ O. eUa;a : A -i-ufc i:\ tie Si/

cUc!,: flj' CIL(. ,r/raJ: /6ur,<n.i. «p tL d'jjif, GtU

■ /A-Jo /Jit c /u-t-t-t-c y,,J t/lt ffeuxa.. tie cfdu.ii.dA

Cut-yi/x JJ Jcot.irU o fj.iei-cfvt.of L a/jo fi.ex.vj ^

C(j>M.(«,U* 6“ ftU^lul o/cf CtJruij JctfJj

4-ffvcci, yyJyy-A+ AroJ a^J j/A, ^Uz^- t

CJlOOUUJ (Ltfj'rC AIXIO fvUsfj to CL f (cofa, /JcctC&ul (J £tL

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Abcryffl aJcny JcU4/M^ Acorroc.^ ^u/i^L

(JSJ chfiMd CUASO yW frUiULt'cd ift&f Jmum, e,/to<J2/i cuut.
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h*-x £ & a J/Ado, 'dmu, ' l ford (See/

tty.-di-LC CttO/jKUd, Coll, c.

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tp a J(cL,a,, /Jli-'uuu. dhidCd (ju,^ cUtd.dK a^A ter^u-AT
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dccdl IWi^ Cott^C h a. JtidH, - flunec. ,f /ru 'd jkJJ&fa

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diMf&ol CowU at.o-,y( £(Ut> Y fdkytLc ,cti&u ^

afif'' CJJ Uu, /Xcu-O d^-edad^, d'a. J(a,fc

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Uuuaj Oust. Cfi^tH foru, ,U dda 0JMU da,,^ ^ (g,

Cu^;,d °, a,„< <W, *4^4 < 4 p4- . v4,e

'* n *' cde.(.«L<.-< .. 6 C/U fiuac ,>£■■'$ udt,i<..£uf, C,-,U £,., C-u*

'f-Lvccfif- ■-■- Otcc,i, d.-*c:-,<yerut Ostc .£< p’ au_ Ctc„, dt»

Or (Uu , fitnsu^cUU <n.^ /.-u, ducd A„ lA ddak c-ucd
ddrp/iofi Ad^L fu_ dt, /.ruufi. ly c4^u^ >!A. a^C

d-nou^u Astfu*, &K c£ ZW Ay Au&u, y' JLod

dpu^L Ci,vU. fru-ud (pasHk Z^W au-d a-u,

CL JTo-hI p tyUsud (Pa*A ZW d^u-^Caidd cu^i dt

fiLt-t/vud a-/ £> O-ojz, d-/urri-L«J.l oO a* -/) _ - _

I ‘"W* ““ »ni1 dnjuta *. Mmm ,wxhi mmti

courses, rights, liberties, privileges, hereditaments and appurtenances to the same belonging, or in
I anywise appertaining: and the reversion and reversions, remainder and remainders, rents’, issues
and profits thereof, and of every part and parcel thereof: and also, all the estate, right, title,
intjrest, use, possession, property,. I a l le i l , J tk0e loll l , an l cq t, f
said party of the First Part, of, in and to the same, and of, in -and to 'evert,

J part and parcel thereof.

j! «ml td §JOld all and singular the premises hereby granted, with the hereditaments

!; atl pj te, t ces t to tl said , at, of, the Second Rirt,..^iC:.=...-.heirs and assigns, to

’IT'1* rr°l,ervse> hcnefU <"“l ofZ'd-—:. . . the said party of the Second Part,

. Mrs and assigns forever. And the saidjQi^&kk . 7lL .

t "-tl eXfh-uL . S, ft rsr- . _ _ _ _

<to . ■ heirs, creditors and administrators, and for cat

and every of them, covenant, grant and agree to and with the said &n/. (j£.,CLc<L o U.)

. = . — . - _ 1 .

- . that /o ff . .<%?-£ .

the trite, lawful and right owners of all and singular the above described land and premises,
and of every part and parcel thereof, with the appurtenances thereunto belonging : and that the

said party of the First Rirt, . yoorf right, full power

and lawful untho. t/t j tb q , sell and convey the said/ land and premises in manner
uiforesaid. And lhal7Ee^0Le._sgidjmrtg_ executors and
administrators, will WARRANT, severe and forever DEFEND the said land and ' premises wdo "
the said party of the Second Rtrt,..^....=.heirs and assigns, against the laicful claims and
demands of all and every person or persons whatsoever.

|U WttWfi Wfumt, the said . . . CU< &L-

. hasAhercunlo seC^Mffh. hand<3 and scalS the day

and year first above written.

'.'Ml

U< , J M.

Jel- Q&edbji

Ti-iis Indenture.

in the year one thousand eifiht hundre

Jl.

TI1E MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, hotly Corporate, of the first part,

5\a.Vw WljcajvL.cs>. I w-'-fyi— <=>^- S' ,^i^X?^-vvwOu^

'^Vwoun-yJCew. k V^oi^L*-^. Q; o- o^. 3^»u^ v fy>-w\X^ •

wH

, '6=fcr-

hy Indei

Sf '

- of the second part

y o/ P’jA^-a-Jy

dentures of Mortgage, hearing date the ~ - ^T"

hundred, and *e<so~Jdf-t!ift. -r ~,,.z-sS. ^i/L. for the coitsidcralianj therein mentioned, and to secure the payment of
noneysthevein specified, did convey certain lands and tenements, of which the lands hereinafter described are
unto <t=z£a. — ^Ci ,*£> cw-£>'c <^-^r>cS — cp? C^yt, .'CsCrr-^rc^. a*=>

tiy&j 'C&,

And W hi

r HEREAS, the said party of the first part, at the request of the said par
agreed to give up and surrender the lands hereinafter described unto the said par
hold and retain the residue of the mortgaged \ lands as security for the money rem\
Now THIS Indenture WlTNESSETH, That the said party of the first part, (n ,

of the second part, has
of the second part, and to
due on the said mortgage.

v of

y/C'JUL^ tc„

to it duly paid at
: tchnowledged , has gra
nid set over unto the
: *&' _

<?..

G^e.

*fc-.

IS of the ensealing and delivery of these presents, the receipt whereof is hereby
’-leased, quit-claimed and set over, and by these presents does grant, release, quit-claim,
rt Y of the second part, all that part of the said mortgaged lands, mX.

£<L&Lyi?

4*"C«re*r «v- y^c^n>t~<jt*r42Zy

' Zy<jz*

oCe^.^gj’-v dzi5_, a^i<

iCyet^Osj^ _ _

-5*fc7SSC^

f^/^y *

"Ocr^^g 'Zycz-VL, <^y<x^.,

&75ZZUy\

Unites of ^mcricu,

State of .New York, V

f lUu and County of New York. f ss'

iWe it icmemdetcd, i/tat on tdo .

ad . I/U/f. 'Nd_ . S. in i/to nea

a C&ommiddioncl foi tde (dfitatc of Q/Yeie Jdeidep, iedidinp. in tde CSitp and
C(3oimtp of G'Ycto fold, and <Gdtate of QtYcw fold, /icidonad/p. a^i/ieated

. . ^ . . . to me dnoion, tedo, dcinp dp me

dadp diootn acco-idinp to /ate, on die oatd dotd de/iode am/ dap, tdat do id

. Jlff/tYt/L/dNSm . . o . . .of &tde Q'/datuad Sdhf Odbtdutancc

/dcvi/tanp of Q/ycie fold, tdo ptantotd in /do annexed indtuiment named;
tdat /.do dead affixed to tde daid indtliiment id tde <~Sot/toia/c G/ea.d of tdo
■said ’jSooy/anp. ,• tdat it mad do affixed dip oldet of tdo daid CSo»i/ump ; tdat

■Jaid pa oayianp ; t/iat it toad do ayyixed Op o-tdet op t/te daid 6?om/iany ; t/iat
0. (dj. i/^do^ W- ^ — i .... d/dic-jident^ of tde daid

dued.. . Uic£e . dZ/iedidcnt, <upn tde daid indtiument, and doatd dim

deedale tdat de oipned, Jcadcd and dediveted tde dt
and deed of tde daid ^Sompanp, dp tdeii oidci ;
oipned did name tdeieto at tde dame time ad a j<
Qd/d of ledted QdCScitfp.
mp dand and officiad dead

e ad tdo voduntaip act
nd tdat tdid deponent

Of . lAdjbJkL

..<sLj.. . .

bciny . **£©'. . per ceil

Vmlw'i at the Sheriff’’!) Qffk

1 . . C..c<r£^...c^ . 4^.Z«L/<

.."per cent, of the purchase money of the property ^M^m^yTt' Public
■iff ’s Office, in the City of Nem-Brunsmkk, Nao-Jersey, by cirtuc of a Writ of
<t of the

.

J™L ^ . ^ .

'.'/ • • • . per cent, of the purchase money of the properly sold this day at Public

Vendue, at the Sheriffs Office, in the City of Ncio-Brunsioich, Neo-Jersey, by cirtuc of a Writ of
Execution issued out of

Ajulm- - - - M, -JJl£zS£.

d(Jc - .

-/2c^&^Cz<?C r. >,..v;

i * ;ppd/-

jf-'LcLxJtj... " ii rt-V

- v -r— • r~

. '. .1

■■ ,.;rv.- .7-—

rf —

■ QjtA K>/ L4*s --jLlLI-

/

PRESIDENT’S OFFICE
Memorandum

Mr. H. F. Miller:

July 31, 1912.

I return herewith the deed from Ann M.
Carman and M. F. Carman to Mary Edison, concerning which I
am writing a memorandum to Mr. Edison to-day, of which I
enclose a copy.

As soon as I receive his wishes in the matter I
may have to ask you to return the deed again in order that
the property may he properly described in a new deed.

[ENCLOSURE]

2133 A July 31 » 1912,

Mr. Edison:

Regarding tho property at Menlo 'lark which Mr.
Carman is into rooted in, Mr. Holden adviseB mo that upon tho
doath of your first wife , -Mary Edison, the property descended
to the three ohildren, Ion, Will and Marion.

Ho letters of Administration are necessary, and
since the children are all of age, the property can now ho
convoyed by a deed signed by them. You should join in this
deed, bocause you have a right of curtesy, or in. other words,
a life interest in the property.

Please adviBe me if you wish to havo a deed pre¬
pared from the three children, and if so, whether you wish
to have the proceeds of the sale divided equally between

RICHARD W. KELLOW FILE
ENVELOPE #70

DEEDS ETC.

IN CONNECTION WITH LOTS LOCATED AT MENLO PARK, N.J.
IN SECTION KNOWN AS MENLO PARK ASS’N. ALLOTMENT -
OCCUPIED AS LABORATORY ETC

George Goodyear, Thomas A. Edison et al
1875 - 1916

[Documents have been microfilmed in the order in
which they appear on the contents list.]

Thos. A. Edison, Personal

LEGAL DOODIKHT PIffi a.v/.K. 70

Subject Heal Estate - Hew Jersey - Hanlo Park

Date 1875 - 1916

Birtlea Ooorge Goodyear, Thos, A. Edison, Mntuhl Life

Ins* Co., Ghas. Johnston & Wife, Mary Edison
et al

Details -

Deeds etc. In connection with lots located at Menlo Park
H. J. - In section known as Menlo Rirfe Association allot¬
ment - Occupied as Laboratory, home eta. by Mr. Edison.

Contents -

Georgs. Goodyear, trustee etc. to Thomas A,
Edison - Sated Deo. 29, 1875
aeo. Jon. 4, 1876 - Middlesex County
Bk. 167 - Page 380 eto.

(2) Mortgage - Thoaas A. Edison & eto* to George Goodyear

Dated Dec. -29th, 1876 - aeo. Aug. 29, 1876
Bk. 68 of Mortgagee - Page 6 -Middlesex Co.

(3) Bond — Thomas A. Edl son to George Goodyear

Dated Deo. 29, 1876 - Boo

(4) AOreemant - George Goodyear ft Thomas A. Edison

Dated Deo. 29, 1875

(5) AesignnBnt- Ooorge Goodyear to The Untutal Ufa Ins, Co.

of H. *. - Dated Angust 31, 1876
Beo. Sept. 14, 1876 - Middlesex County
Bk. H of Assignments - Pages 648 eto.

(1) Warranty
Deed

(6) Agreement - Thonaa A. Edison with The Mutual Ufa Ins. Co.
of H. Y, - Dated August 31, 1876

(9) Satisfaction

of Mortgage The Mutual life Ins. Go. of H. Y. to Thomas A,
Edison

Dated May 30, 1890 - Beo. Middlesex Go.

. . June 4, A.D. In Book I of Discharges of

(a) Mortgages - Pages 445 etc.

70

(7)

(a) Seed

Warranty
(8) Deed

Deed

(9) Bargain &3ale

(10) Deed

Quit-Claim
(a) Deed

(11) Deed

Warranty
(a) Deed

Deed

(12) Bargain&Sale

(13) Deed

Baigain&Sale

(14) Deed

Deed

Charles Bohnaon & Wife to Mary Kdison
tot 2 - Blook 0

Dated July 21, 1876 - Heo. Aug. 24, 1876
Middlesex Co, - Bk. 161 - Pages 439

Ooorge Goodyear, trustee eto. to Thonss
A, Edison - Dated Feb. 10, 1880
Reo. Mar. 2B, 1880 - Middlesex Co.

Bk. 180 - Pages 169 eto.

Harriot F. DeForest to Thomas A. Edison
Dated Nov. 29, 1881 - Heo. Middlesex Oo.

Deo. 14, 1881 - Bk. 188 - Page 30 eto.

Charlotte Christie & Jonathan 31 Christie
her husband to Thomas A. Edison
Dated 3, 1881 - Reo. Middlesex Co.

Deo. 14, 1881 - Bk. 188 - Jg. 33 eto.

John toomis & wife to Charlotte Christie
Dated March 29, 1880 - Reo. Middlesex Oo.

Deo. 14, 1881 - Bk. 188 - Pg. 41 eto.

George Goodyear & Wife to Thomas A. Edison
Dated Deo. 13, 1881 - Reo. Middlesex Oo.

Deo. 14, 1881 - Bk. 188 - Page 35 eto.

Clara Levine & Alexander F. ravine her hus¬
band to George Goodyear - Dated Nov. 11, 1881
Heo. Deo. 14, 1881 - Bk. 188 - Pg. 45 eto.

George Goodyear to Thomas A. Edison
Dated Deo. 14, 1881 - Heo. Middlesex Oo.

Bk. 188 - Page 52

Joseph W. Hussy to Thomas A. Edison
Dated Deo. 14, 1881 - Reo. Middlesex Co..

Deo. 14, 1881 - Bk. 188 - Pg. 40 eto.

Hetty D. Gookin etal heirs of Warren D.

Cook in etal to Thomas A. Edison
Dated Deo. 23, 1881 - Heo. Middlesex Co.

Jan. 14, 1882 - Bk. 188 - Pg. 33k eto.

William Carman & wife to Thomas A. Edison
Dated May 20, 1882 - Reo. Middlesex Co.

June 20, 1882 - Bk. 191 - Ifc. 252 eto.

(15)

- 3 -

R .11 Jt, 70

(IB) Warranty

(a) Seed

Warranty
(b) Seed

(8) Deed

(16)

Ouit-Olaim

Deed

(17) Seed

(a) Seed

(16) Seed

Copy of

(a) Right of Way -

(19) Seed

Letters of

l2°) Administration

CharloB Q. Carman to William Carman
Dated Apr. 12, i082 - Rec. Middlesex Co.
Ajar. 16, 1882 - flic. 190 - Fg. 120 etc.

Charles Q. Carman to William Carman
Dated Apr. 13, 1882 - Roo. Middlesex Co.
April 16, 1882 - Bk. 190 - Fg. n8 oto.

Samuel Bedell £ Wife to William Carman
Dated Apr. 12, 1882 - Heo. Middlesex Co.
April 19, 1882 - Bk. 190 - Pg. 145 eto.

flaorge Goodyear & Wife to Thomas A. Edison
Dated June 10, 1882 - Heo. June 17, 1882
Middlesex Co. - Bk. 191 - 228 eto.

Charles Batchelor £ Rosanna his wife to
Thomas A. Edison - Bated June 30, 1891
Reo. Middlesex Co. - July 6, 1891 -
Bk. 243 - Pg 469 ^ ’

Andrew J. Disbrow to Charles Batchelor
of M. Y. C. - Sated Nov. 10, 1884
Heo. July 6, 1891 - Bk. 242 - fg. 464

Thomas A. Edison £ Mina M. Edison his
wife to Marlon E. Edison.

Dated Jan. 31, 1894 - Middlesex Oo.

Heo. April 3, 1894 - Bk. 266 - Fg. 578 dto.

•Qiomas' A. 23d Ison, Administrator of ifarv
Rdison to Francis J. Cooper, et al
Dated November 16th, 1909'

A* E*l80n * «■*» M. Edison his wife
E* Wife of William Carman

Dated July 9419, 1916

Letters of Administration granted to
Hiomas A. Edison upon the goods.ohattels
and Credits of Mary Edison, deceased.

WARRANTY DEED.

-AXy/^SctlvcCH

year of Our Lord One Thou

and .ami „iy CuylxXu^ ^SCUt'CCU /, ^

j ' Jt-lWr-Cj <L_. 0-a-, — *Jr^L <uU ’

j(baJl~~-aA-- & Iwnrihj <Ua^\/u1aU >h^L_

°fLUa - • of '^^^oLhMd^J ■ - in the County of

'^ernj~£&4-~, - . and Stale of of the First Tart :

&w\ £^^o:_z_ _ rr^

of the of RjOsr-tJJoL^ _ _ in the County of

AjL ’ and State of ^yhtUf^/htdr-AJLcd — of the Second Part;

That the said party of the first part, for and in consideration of

lawful Money of the United Stales of America, to — {n jland weu and truly paid

by the said parly of the second part, at or before the sealing and deli-eery of these presents, the
receipt whereof is hereby acknowledged , and the said party of the first part therewith fully
satisfied, contented, and paid, lia/rUgioen, granted, bargained, sold, aliened, released, enfeoffed,
conveyed and confirmed , and by these presents 'do ^L-gice, grant, bargain, sell, alien, release,

enfeoff, convey and confirm to the said party of the second part, and to - -

heirs and assigns forever, IpXjL, - - - - ~

hereinaf ter particularly described, situate, lying an
of /Q.Qst^iAjlvO in the County of

) Stale of • - — '

tracts- or parcels of land and premises,

! being in the -

Q-iXjutl.U-(AA-.a^ - , and

fdtLotstd^ bf~&L, cl^J clftaJdpKoJjidl

Odl_^ cl£\X, y/tsyc. (^ )— \JnxMdn, fi-J). —

(flA^X^OJLA^ Q<~fJ ~ X^iAitKPveJ Lw , CfUsMlL. iu_afu

fflt.rmb ffi/v~/c. Hcf n-ULCt-h-tyX^ oJ^Uj-^dXxAufvO | .

^A^^XdXljiA-LoA- -b liA-jKJS- <3~i-I~Lsi_C_, — xfoXdL ~

(Uh-\-^-e^C^(Luvx.il ,oJL. ocs J t/t.Jj, /

Jb<hj*y+XA*J Chj^LpCjCLCL, — >06Lui

(^-\'^-\o^l^<Luvr^AaJ}~. Ocs &hJL- /lALAA-cJsY'tiJ Cio^dJ

^CcJ-^ &dL,rSA&U-~ tTldd ’hd^X-ol.QtLd-.

Cid^j (Y-ij_AAyasutXLij oJoTyxdJ S^eXj %iXdJ-eA-(jLA.a^dL CUrt-K
tr^dL-, /uAd^Anr&f/ piZXC.

or&t

iffiL

aj- C AScd^d Ctd^dx lljLdL^Gjhfi^dfi /

.. „^v>~<UL- AteJ— /i

}yv~<Ld*dxddLA~ OffL^/jlUc

( ft&d—

bvfi-eLy a _ .

with all and singular the houses, buildings, trees, ways, waters, profits, privileges,
and advantages, with the appurtenances to the same belonging or in anywise appertaining.

ull the estate, right, title, interest, property, claim and demand whatsoever, of the said
party of the first part, of, in and to the same, and of, in and to every part and parcel thereof :
®0 HU(l td $0lrt, all and singular, the above described, land and premises, with tl

appurtenances, unto said parly of the second part, /nL* _ _ heirs, and assigns to the

only proper use, benefit and behoof of the saM party of the second part, aLo _ — ’

heirs and assigns forever ; and the said a a p.

■nUTYfj^.. rl ^irtAj

doitb~for -

heirs, executors and administrators , covenant and grant

to and with the said parly qf the second ’part, AU ’ - - ’* , heirs, and assigns, that

Afi- the said ItAjrr-d y <z=^v-

the true^ lawful and right owner of all and / ular the above described land and premises,
and of every part and parcel thereof, with the appurtenances thereunto belonging; and that the
till Ip c es, or any part thereof , at the time of the sealing and delivery of these
presents, are not encumbered by any mortgage, judgment or limitation, or by any encumbrance
whatsoever, by which the title of the said properly of the second part, hereby made or intended to
be made, for the above described land and premises, can or may be changed, charged, altered
or defeated in any way whatsoever :

win, SWummt, secure, and. forever defend the said land and premises unto the said

- \A , uLuLcHo^ - -

heirs and assigns forever, against the lawful claims and demands of all and every person o;
persons, freely and clearly freed and discharged of and from all manner of encumbrances |
whatsoever.

|U WilnW WlMWUf, the said party of the first part hatfiThereunio set J
hand and seal the day and year first above written.

ff-cisUvu»M, (j

Jtntc of Stent 'teen,' ) '

A: . ( ss. §« it itoimnfamt, That m

(Stoimtjj

°t .fa aie year of Our Lord One Thousand

Mirjhi Hundred and Seventy- before me,

who, I am satisfied, C* the grantor in the within Deed of Ci i / 1
named, and I having first made Mown to yA*^*^* the

contents thereof. A*- did ' acknowledge that stgned,

sealed, and delivered the same as yAfz-y voluntary act and deed,
for the uses and purposes therein expressed: y

And the said .

dJZd/t^rCytJ lrtpri~i_ tyuX_CLc£j

being by me privately examined, separate and apart from J'Uist^' i —

husband , did further acknowledge that JrdL fflej ealcdand<~

delivered the same as . eh~ e^v ' voluntary act and deed, feebly, - — 3

without any fear, threats or compulsion of ,i^gr' — ’said husband

SKCL rLMlUsOA/knZto lve^^ A SS ^

WO Zfc, . if Jfte.t. c ic,tL ^uZUes. j^w. /«

— ttEIiD—Hm-fflilii nrnl-gnle.— (NoT~76r) —

— infejiftiirt., made the — |

day ofyyj^/yycu^A/4^ —in the year of our Lord One Thousand Eight Hundred j|
and Seventy fin //,* /u,J jBctUtCCU _ I

? 1 '

_ > Jfn-LU (> , ] fir, v ) _ |j

of the - '-&*■£* —

_ f 4^0e^:

§u«t _ #

-4. .

Of the — - - - of— <- h vrfj, r 1 - in bhe Coimty of Ij

- ( •/> /' AV - and State ot-c/fct*^rf%4** of the Second Part: lj

«i^itUCSS®tIl, That the said party of the first part, for and in consideration of the j{
sum of —

- ?Ss)-r e roJ/} ff6 ^ * AAm ' -*S j

lawful money of the United States of America, to— /£/?=- in hand paid, by the ||
said party of the second part, at or before the ensealing and delivery of these j
presents, the receipt whereof is hereby acknowledged, ha ^granted, bargained, f
sold, ^aliened, remised, released, conveyed and confirmed, and by these presents
do grant, bargain, sell, alien, remise, release, convey and confirm unto the said

party of the second part, and to ~ - -At a _ and assigns, forever, \

*$*■/'»■**> Sr U |

tract < or parcel 'S’of Land andPremises, hereinafterpartiaulurly described, situate r
lying and being in the osA/m-s /ty*o _ 0f _ ~ ' '

County of - - and State of

■tita ViAtu -Atck An rrm/ er.ym/jtX>sw fafe,/, r-/ /ATuL

t/o (Au 4 n rf nA tr/u r/ v /i'/o ru> 4fy£ftffff£e

of&i* «a%(>

t/4U

ml-dj off"* ru\C fry 4 J '< f<Av(r) fy(c), 4t*£jty) F^S-

4rfV) W,„ „&),„> ‘./a/re6SC_ S ^

T /L. A, A „Jc«/n;.m:/«A

, r y„,l n, 4,^,

■ff-i/r A?f %hT

Jy u(j ,< cA (>)/> ^ ./A 6u to ^L(J e(f Xrrf ^ea/A-Jy dcm *AtA*0

*cu<y U«fi6 'JtU'cf cUiyry /£JCj /u^cA^jfcJ A S&f

yim/Ud&tf /£f

UUylUi /u ■/ WnMuyU^^ //aruigJ}£iuU,jL,

-An l An u/tJy_ tAr On f Jruct t //Aj,

■Ml It tit -UftrO ,A tr/ ftnrU/uiy t /( u c ft v /(.) f ' /ticef ft f 9> tffa\ /Ciert fr^ee /fret

fa) /rttfa /fall ■/!< ut c/tr c() f( ( 4 /e / /u> ‘ffa/yy fit n rt V ry. f. _ jj

c'tfjt A of, /( t ( t-tirn/f n-t ficb *)/ el/t tern /<//// ecu fa/cefo ef fa far) fa/tiee An

\/nd <0fm«fat«tl> fat terra ft+A> /,-ie /i/e. /

■ji u ur/tc ;ut<'i'tca {/y)

-t.tAr.co C^ C((i tcMtcUrffe CH///r(Ct.fv Cf .tf'hP S*tUe.l4\
r ret ft trv /t-v/fae. /iv /ti/firi/cre^ //pte.r.te/tf fa/ii/dJ
■txr/ev iu tr t frctr /"?) / tee '/$/• c/e //,. e/re tu/cf cu fa fftrfa

dll I ii cf/tr Xd/et/f /tilt

ffrfad

/faci/ir cl yr) fa / ufae red
ceo '/ft u /fatvi/frfa efrer rfeerst)

A (ft teft/tu /t

t./y '//! (• /(ty/fu-vH e/u/y tit. efafa/cfic/fir cl fa fayld-teecfai

\/l't i'ie> f /c '(in t.i ft < vx <!.//(/.(/ /'<<(■• ff /t-fade 4 A e> fa/rri/ fa'//uee tee 7(teeeee.<fy,

‘ ■ v rCte S t.U-ffavv 'if -fit, &./ cfite. cfat <tO Ct/r/irr a aec/j C/f or tofu cf<rr> id*, tcctc-fak
'^f $l< ^UU ei efaf ‘7/cj/U Ctuy/id 'fac/fafcetrl /fa/efa

f ttfrw ■ / \ Hurt) / 1 1. v -Mu* eh erf \/ fa faffafi- t- fa / fa/ f farce /ft r /fafe/ftuetA
in/// if/;- Jot iff filer* f/J. if/l ) !Jj(£ ... : 1 '//. -f. . j6. e/~' J

■t U<A*C> / 1 1 V fueue eh erf \(f fat '■//?{(. (
l diet/ ft/ nt f /~ elcuef faf enef/t tdryt '>• '// 'tree*

/ntf/uctjfufa 'fiamflr/ i> //Jf ilc, <?( enref .
y/ue /fa /fax, /ut.r'eAcde °"eC fiffa ftdJIt' /fa fa/sy/efalee?.

V-/ />e fa, f /Heim/, yucu/heC djef/./tn it ft ft eh e/'if f/ictfae // //faceS/fee/o
(fctr/i, Af/niAtt ft rttC ,.'i tie ccrtt/tov n lfa/r/t> eut '/Utcfcf/ie/ee /eracu/ee $-4rj/j
Syjtit cte d/ /y /fi fe O/uua faceJ tde-t „>(/,), flvUvvOVr/fad/L/eA
'.y^ <e ft to (//), '// y y/ttir fa) if cf/ f*c/<> 1/C, e/ee u*/tr£> ere /e/Jerte/Jy

ffkc/MJJ.iiie e/ -tt1 /fa ■// yf'/e t'ce/tr/y far ttr.> *■/ ’ /fiecfc/ftert^yft uteee ct.fa
t/a/ ft ntd t/j/nii/ /// >,r d.<i t<cfiec(/\() /ffar/te/uc e<S Stu/face

U ifiufate/v vnrne.ivueG ceftttq/dt y/fa u/ufa /t-Uo // U/eifefd}^
i itjtieJ /r/v.'it /fa Ohie/fa'te/etfy /nee . r>/ deei // y/faefi/j _
\Wvii f,, !'ef /fa etc o '/ ruveuiee/ e/v /ffa <fa Cu/nJl'ij/eeJtr ef etc t-e/fr/C)

■■ere J/O /Ctr' OJ eu//Uef... . .. .

3 yUlc/dJertte^r. 4r-( ce^teo 7t p a /let, tch,rf> %/, f/ffaftef- //fcei^
dnnjhti're/o '■/ e< / <-)///Af e< ter/ A e./ '/> l/fa / a ieh 'J/./e c(rf/e*dt^ fap r,eefa^~.
'J/cfy— ft/e ft fa '/rfa/v /fiy{fatJ<L/ /« /fa V rr/( / fat tt ret) ef /?cte c/e ||
frf 'Jueett /(. r ftf/x/Ii tto 7d/rf>/fi /if. etj fae cf e/trletete/rfiV Setcc6 I
f/htfy -/ fatten tiUi ev 9/ // /'faefaty eftet cficro flit/ '/feeeecirrcO ^r/j Ij
/fill, f tecl4A fat tef 'Jiei/t V fy fa i <L4J Ct/r. m re. /fa ^ coy .farte/.d r/ fafah
(faji 'farffa/TZo faro fadfae cfat Odfafa cfanrtc^ fetd/df /fa/l
n fa, fee fa /fa //lit. fa 'reej ,i L O tide //> Cf/)/tr cfao /* /Ct/ H’ tt e n fid3 ’ J

/ fae-t.Ce fau>. fCi/faf/ /y/ faeU/te. "

fated Ctfitecy ffa ') ter? ft.
ft '/'H/ficfat J/.( tie free ch ef.rr-Jiei/ Pin/ /Cte(f> /ii nfj fe /fa ‘fa/faffa
/ fat far-v tfeu tiCtecf c'/3 f fi Ce/uy / / Ar t CJte eeej /Cl/

/ /l til. J If elite fate/re fut-lrfa/fa yfa/faj j OUCtr fa ft fa/efa cf/>

' fa Li cite Ch \) fefarfafa fa /t<L> c/fa

fj. fa C/XteCUUfaet. <ff

I ®0J]ftllM with all and singular the tenements, hereditaments and appurtenances
!| thereunto belonging or in anywise appertaining, and the reversion and reversions,

; remainder and remainders, rents, issues, andprofits thereof. AND ALSO, all the

estate, right, title, interest, - - - - - -

| property, j o s eh m and demand whatsoever, as well in law as in equity,
of the said parly of the first part, of, in, or to the above described premises, and
every part and, parcel thereof, with the appurtenances. ©0 jijllUU; and t0 j^Old,
all and singular the above mentioned and described premises, together with the

appurtenances, unto the sa id party of the second part, _ yf [j yC( , ,, j _

and assigns forever.

3f« SHMtlWftS thereof, the said party of the first part, ha hereunto '/(slv
~A<-<nc{>r\ genf f/u tftrer /IrAf rt/*,

■ ttt *r c/— (j

\ j

|j — Signed, Sealed and Delivered ) —

j - in the presence of - J j

; " • WZ^/ V7 / r’ 83- > > XE.ITvKNOWN, A).u,_

-' giC * vie*>:<sA

who,' I (iiii satisjml 'Mattie grantors in the within' aw'd footing jirstirnde

known to—SfaiU> the contents thereof /ty, - -didaeknowledge<thath^yAoifo^ "'Signed'

Sealed and thereupon delivered the same as . - /rf&O _ voluntary aet.apd 'deed, for. the uses and

towledgC' that L^iii /-/Myr&di "'Signed,
- vpluntargactand deed, for .the uses ana

beingjg maprivaMf examined, separate and fipakfrom^/&c=- fd lmsland _ JfLjM further adnowU

fWJff. ^f^TTTTr.f^^^.7f «««*c « W' -voluntary act and. dccdFreclg, with-
compulsion of—.: r/f £ said husband^ J' ' """ '■ >

"T . . . . . . . . . of the SECOND PART:

Sjjjititcssrik That the said party of the First Part, for and in consideration of the sum of

. . ^ y

lawf ul money of the United States of America, to /A^thesaid party of the First Part, in
hand well and truly paid by the said parly of the Second Part, at and before the seating
and delivery of these presents, the receipt whereof is hereby aclcnoivledged, and the said
party of the First Part being therewith fully satisfied, contented and paid, haf'^/granted,
bargained, sold, aliened, released, enfeoffed, conveyed and confirmed, and by these presents

d° - grant, bargain, sell, alien, release, enfeoff, convey and confirm tothe,said party of

the Second Part, and to-lAik. - heirs and assigns form,*,-, ■ A /J

•AjLt ,

7 u. 4

u£u

’MjL

- - - - - =_* - T

I . / — ^A. ff/f* / at.A4 KtXZeff I_ <a>|

n A A Al , \ , A0) \.s A- (Jr, si a

or in an, noise an / <•' ^ *“ ^ hercclltaments and appurtenancesmffi^aamAvm^

rX ^ZZZZ 5;“^^

e«tefc, ri*iht title inhere sf » , • ' / WCT1!r ^ #«»«>// «»& a»®, «& «fc

inlaw and 'equity of hropcrtv,clainv and demand whahoevef.bM.

of^andtoeoe;^^

&e,lf 6 said went,, ofdhe. Second Pai*3QU2 '

heirs and 'assets fo^'P'iEE _

./i/jrf ihe said-yfxi. diLi... *!’... _/"jL a jf~± _

... •. . “ - - — f°r —A -■> •■'jfrfflj.j'

exeedtors a, fd administers, and for carotid ever,) of them, covenant and u^i
and with the said . 'JA . ^

cuIaUArJficM.^^,*^ thato heJ^Zr6 TM,'XlA.

the true, lawful and right owner- of all and sirdar the above described landed
premises, and of ever}/ part and. parcel thereof, with the appurtenances thereunto belonging;

and that the saidpa.rty ofmikrst Part, now _ c A *«>■;/ _ ’? £mjytmjuU

power c0 lawful authority to grant, bargain sell and convey theikaid landed premises
in milliner aforesaid. And that Hy msaidpaidyafmFh^t-.J^A^Judrs,
executof^nd administrators, will Warrant, secure ami forever Defend the Ld land and

premiseS^iuto the said party of the Second Part - ^At^-.L.he^s aniatsigns, against

the law^ttj,, claims and demands of all and every person or persons ivhatsoeiM-,
fir fBtnrss lufcrrcof, tU

and year first above written _

Jia r’Shereunto seb.-^Jlf^_ hany. jand seaU m ^

—SIGNED, SEALED A

'..foil. . l/ v > i • cli V/d. >i I e' f ef'/ttA) (

I tUui ?K<Mpx.c6 (/) rylAM «6

f’Y'T >&«..•; ff- JjL rf/;SZrct£L. )

I nSji, Up C%>,C3>. M'Ui a£i, ^

ED of Bargain and Sain, with Quit-Claim Ch

day of.

and. . —

of the

"^/' ' tmi State of .

3»«

ie thejffts'esKfy,
the year of Our Lord One Thousand Eight Hundred

mmm

<5*^- -y^ l?

in the County of

°f the ffirst Part:

' '*r'~ ' *n M,e County of

of of the Second Part

Of tlie

ydL^fL.

Wttnessrtlr, that the said
\ for and in consideration of the sum of

. ta,M ««, »/ * saw »/ fc w wa ^ a ^

•—*%-** |

%lt-«ate(d, -t h»-C *■ ^*^77““' ™w' “‘"w
->«». **«* - , * ■«*,*
j -®m fl/lrf udMfcw, §W

|

I IT. ■"■'7' ^ “ “7P~~. «“/'*' *»«««% .to, ^

I and being m the 0j> ' ' yy’

mlyof and State of ^

&f&A S&,^^l7ffffff2

' ' t * tfr- e r ^ ^ d?-* C/H>.

C- S?sr<TL _ e/^/s^ cut£^i£-

y £

A.*. r :c ,

4« r «/

/4^7 r’_--^-j t y*S^ /£

' 0 ~y y^.<*^s/-

- ' y, ' - ^

yZ*g/£/Z^

/C jj

c^vij

*£<{' 'd^j*-. /&ZZ.
_ Qzsrwj ,j/r*^ yz^£~^^

$r- <z^<Les^Z£ij> z'jL^ yZ&lEz:

£t -<X.'« — ^ ' <- S^S'i'.-r^o £t£osf ^

- <r*f^£zz>

cejo<r

£3#£~c v

faSsS^ S

is ■ : ' '•"

: s&L^ sfj£U ^lk..<

? L.iVtLUrECWg/^foT^.^Vl/j^/yo
- -ij'iEHT'S i*\-zty*>*r:;:ih (

Received WFiWofitm*

-of the 'bounty of sjfo~y:O&t£tS&a<c-c^0n
-the dayof/S'^>i,.,y.:.jt.D.,rs>*/

at&fb’cloehy^ M., and Recorded in Booh \
S' £ S'of Deeds for'saul County , paee SrJ^

• $£a<sJ'*/ -s'&vOC

;-^i£ ^/fz, f , a ss^. .: "

C^>r(u

A ^7 c '

i.

f-M

i n j „,, ,, Iif „

and-also-Glerh <UUjJ^rk..^Tf-^ _{. .

Beeet4, do hereby certify that Mr.Xgk^rvI,, ^■.■3.00

. x \ , the of \JLj

/ / .

•' anees for lands, tencincnts
,f\AA j> . ipr.

, | V.j --writing of such *U f~fl|^~-^

.V'.~~;::Y'\: .)•'•. ,j ; . .. oertilicate of prooror acknowledgment is genui

"J 1,1 tcatiiuony whereof, I have herein.

* . \J^&¥th0 snid eourt a,,<1 co,,,,ty’ tl,°---

^‘A/v^

M

n, Stationer and I^TsxS^r j>

^ttis indenture, made the _ — day |

of_ a/c/SesSnd-C&-> -in the year one thousand eight hundred and &<-j/dy, CI-ttY. — _

^cfweeif— (x}'/{ (lYj’tS ‘'/av c/is i <hdcte<-u cefa c(o-/ faubi fa fao rfa/^d/d. fa-

‘fafoid, ms /L domou/y /-S’ oArtrftbCdj£{t(&6 fada/b rfa cddcosju fauA c//T\

fa ./fad -fadfa faicotfa, ^cf) - — ^

- l/fafatniA. OA udf , cbs/ooM-O, fa / iC&> faf) /6fa~ . fa ' •fata/fafalfaj), tu)-/st~

fa) mud fa fa tfaui^rvfi.) V-^ fa/ct/v rfa-o-fact-Y^ Cr,^e - - -

of the second part, ^ifllTfj.'jCfll, That the said party of the firstpart, for and in consideration

ofthesumof~C%4/ cfi'/lnUCM d d/tcoictceAC^ rY/a^d, - lawful

money of the United States of America, to- j/Lz —in hand paid by the said party of the second
part, at or before the ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and the said party of the second part^faCt^ „ heirs, executors and administrators,
forever released and discharged from the same by these presents fill'd granted, bargained, sold,

I aliened, remised, released, conveyed and confirmed, and by these presents ^0 — grant, bargain,

| sell, alien, remise, release, convey and confirm unto the said party of the second part, and to J7'ds)__ i

fa.Cl/fafa/'yfa, iul /

| heirs and assigns, forever,

-/flo-SO CAA. 'fa uO / ' , '{'t Ct-cdi (y fax Cl

| fcuicC^'et , 'fauAcu cfa/o fa\ cot/t ct-<Jc<- (/y c/aac-ia/* c£)

\falil~fifv~ ( ''lout's fa) fatctlO .(stsO /fa Gt r,t 1 1 J ft-tyC) fa ' /[ far/'/do

\tw 4fl'vc$>(r VlAifay fa 'dt/fad r/ZtAuy^ % O >/adv fa, efa’trrfa.eAAA^y - -

fa).U.tA(y '»<■ ct's/h cb JCoLe'wU (<tcb CttAA ct/deb fa ffa>t

uCtbodo dzi'f'fc) cG>Jfry%4xt/i~6i d> ^a^-aala- ca. fafatiArd) /;V fat fo ten />/■{.( dt/d. <=■

ACfa *(o mudAstj O-fafafA) Cut ^'cfo ‘bliAAiA-facr-O fatrO

faj fa/’fafaj tfa ^ffafrefa) %jfa C^LJCtotcCb s Cud fa mC/muvdr.

-fa i^Yiiocva q .’stv /fay fa tij/ i-ifa fi4,U) fa cdUc/ d/h ,

/Cd fatrufa oC'ufaa-tfa dldl c'/uaaAC0aC6 fatA-fa dtA /M fairud/Cd'yfa
(Asbfa cttAA idtrlA) 'AOU CtAt-OU c6 co/suq /fab Q) mu/ fat ClJ7(A£y fau-U' fa
db.t d) cdfa lAst^cd fao wu ;/fai fa trui/ fay ‘idTufa /LacCa> fa c& fatfat/uD

fa.Urfa %0 J fa-tu Ct> . *?■ ULAAAAAAA y ,{AA> / CJ (2 (nAs/fatA/X^/tidy cltAAcfatJ^O

cfat'Viey /cudy cstu d dlcJiy t/ir •U-t-oO!) ryvd 7uu.<x dtY cd>faf.A^fay / /uUa. C-O

J>kaJ fatcodf u&j cfa 'Jifah'l' cuia/iA It fafafa 4 tC> <d/idey^ c/h Uya, td

(TvV -fau-uclud) fafo fafafa" fa'fa'f / fa-U{C&> <-fa rv/ fan. cod ■tu.Py facutfa/^^

Tydfa IcitdS dbO /(//IttY'f' fafa ‘otsOu. fa-’/pvV faLtsuUCtutO fax^efa- ,/fact-te~0'~

fa (Yl /drkj J.tvLy fal oia adUl ?Y(dfa~ / A/o Jlc pm d /Y

pfa//uJ {■reiefa Ha V fau-iAA 6bud> 'Y^fafa/AYfayfa / / l\A> C/fa/

-fafio 'dm// /Cu hmtJ, 'ii* a fau cb ^ erw cx/Tid Yta/ faLafafa *d QZ/io

Oarfa W/nsvuufead) cfa-dA!.(r cccfauxriO SiaJ fafav
fa>6~UAAlu fa-Lrh <d^o CIA d f^fa /uAAstxfa-e^QJ fairtAA'l t I

G^)> fay/tM (dfa dtfati CutA (/ 6) JstAJ dS/o cJb tdfa - db < e cf UtAAXX-ct C? ' ,

M-O // fa fa/ f'd'fa^CfdfjbfaAJ, fa 1-iA-O fa cl/w'c/qY) eyi-rH-iAAA id CO fa- ’

w Ji tnAifa oiidicotxfa COTs'/ fau.-UxeUt oQ %(, fadfadj- facfa^^lo /cd [
fatrdfad‘/dlfafal(j cliA£.efaZ-rid> YiAjt ccAaaAa cd Ct/trvcy. ,/ Ad-rfa/rrfaid T&fa \

\falt-L /nit d dd '/o’f'ivv

./nil facu c(j t>/,. ui /ic/w/> T tt / hi u

\ J)i/u/tu-v 'Li/t-olt// cCaa-i c/lotO ct/f'

J '/ (L-U l-U. l t *7,

,/ - S ' /!

i/uaa du d) %

td / tvtu_c-o '■Yf/udlut

J Dip 7 D :> T™ yicucuyu

Uf c-I di t c/qv 'Sr* ’U-i-vLO tv* V -iViAAJi&CuCl)

-dcu dj OftrtUAiWyo <yfr ’(Au-oiU1 L
'6 y^00^/ d fvuv'ii Jiu. It, &J- ? i uaZ-*

toi' Zdirv cdyi d^fa c Ai 'vuoiO /Ja-u '’/tct-i-t clu d %/)

YicucoUaJL far it/fa j cu d . |

, f ti/< . "CUU CO cfa %-<d' iu. /idt- y/Uu.t^

Sfiii/Jucaty/u y(cu. call Kc'tt /&: cUcuacI Q^^rr jL/uu j/

'\^Mu AuW W-AlamcLuoL \ ■f jfi'y-rfcuf Zrt£>

- fa 'i puJfacb, /Cu-nA*J clou 'usMcUycZ m/ 9d*//d'tf//>\

ykuY* tJcudh ^tnM4u/lZc6 ^Zcj t<uc$[^o w /fate, du %/fdtxZL^

‘ifafa tffcax^St Sw /fa *!Lfat* dfafad

\0<f) tw /fa,Ji 9Cr fafa-udLa Ci- /fa y-nt/oTU/ZZf

^ *f ^rrrrtY<c<g& lAA-uuiJ) Jt / ,fjf Cl Ucoofafr -

cAut < flu ib jf+Afa/ Uv ,£V £ tvu/ lull' 'ifaZuty clou et-ldo fane cul-uxj d

Z& A id fly d /inly /da, dueled ^icoux~

I Zoksw y/\A i> rpU hsvufvLL fd<0 r/jctfk £/iZco/Zo Jtddr !

\ftf / fafa w ' luno rfJCMrt (O/u-udoo &fa?i uO

Ik. UACO CL-ovucou^ /u) rcc A tvd/ddTZJL <cLuc£Y*0
■alputj. jcu'cZ /Z/ZT -/otth //{/dZtfa

ifam/iuuZhL * f i),a/Z Cot-iu/uJ y-fafatfacuo 6 Stcud/udeyd

% y^^JcyflYJc .

1{JY rcy p' Jcuci Si, , M< 'c/pfa

/.(utCAj St'uUttetflcJy £\ cu edict tydlr/h^ /U cJ/cL
Cnu-M Cfa tuAj) d /fce dr a fat w 7 Luu ciuc£\y Y<Jyr~

Y-Y £ /L ^t/Lieoouuua. _ - _ _ _ °y^

-, , , ,.d. (I J~TZ . ^ . ./. ' /-,

-j- ~JZt> tUr fald Cir ffa /‘t .. /O-i ruifa/ cli-UG'/pt Ct/foG Pli/ 'JtfcXjC tf d/uJ !

dud, dcorl 0fa<r>uuJ7«*6 U^nuctotbrO nfa -/Yu dotufactedU A

■t cruA-o(jd).dr/^ CLd r''d p Y ./tr/fa- Hcuodom) &/o„ufaJ '\

(l/J. Iwx&O (ri) /-Jufatfa ufa) &J. f irui-rt’dd O^Z YZu&t dZ Z/Zi

idY^troZj ^ers ( I cur k y- .it I J iT.^t L'tJ Zfa , Cfa/t ' /Jj )

di9tt/rfr/0-. a... L . y ~ J~T ] / /,.... rat" a

C <,ir<s,e.//e — day of ' -Lf/o-i' r >,, _ in the year qf Our

Lord One Thousand Eight Hundred and <" , e, n/.,~ flues, _

. j$ctwceii — 4 ||

_ - $;„* y,L,\ ,/ ^ •/’

<trthe_ 'd.'/,/ _ ,,f _ : _ in the County i/ ■!

_ _ and State of _ /{/0^/{y _qf the First Part: l

' ( r.r'e CJ/f> f>s/t

°f~ > '■ f / / tJi(( / 'n fC/£) - ,n the bounty of

>tate of_ K.lf*e! i,f c/rjLtu c //T °f the Second Part:

, - v — '-"v Cl ft Jit t/

A f '/* - and **> *L Ufa uc/J«

t the said party of the first part for and in consideration of

lawful money of the United States of America, to - /nc^o - in hand well and truly paid
by the said parly of the second part, at or before the sealing and delivery of these presents,
the receipt whereof is hereby acknowledged, and the said party of the first part therewith fully
satisfied, contented and paid, hart/given, granted, bargained, sold, aliened, released, enfeoffed,
conveyed and confirmed, and by these presents do— give, grant, bargain, sell, alien, release,

enfeoff, convey and confirm to the said party qf the second part, and to- V\ (1<U _ heirs and

assigns forever, J7/ f (Te , a c / ; / / -

| tract * or parcel & of land and premises, hereinafter particularly described, situate , lying and j|

— MiPJsJhfL - _ _ of _ the °f I

. I tt< ^ - andStaleff^Art^c^r^~r<^;i

. .'M'?0;6 . ^ . . j

^ . - 3 f'hO . ,//L6 .

w jfgfr . ,r(yfo ,i^ni/ /4

. ^ leA<4c(-> . >■ , J/ , _ / , ft

j /L .6 trxmtfijTUp a* eCo Y .uJd Js&rtctLouf.. Ur&wisA

I 7^7 /^ Y- r/-- -&hrw * y° ^ ww^si

^ ^'-f6 /Wv l^,4; ^cUr^

/ / / „ / ;; ZJy ° # w 10/ ,»>•<*/ /u^w

wi* #»* 17 * . <W(6,

% y/w-d e.^; w,v<W. ..^ . >iac<Jlo_
slrtLOS^ /,1,1s /try, '/A) rJ , . sA „ . . J~:. " ,/>.u ,

'*() //u ’4 a;<j .

*'%**■— ^ Srl'rsb..cU<t6 e , - -

. ($ A.U Jcutr/s^ '-/ustiJy & dsi*.Ry < c£> ... //toLj.cu^.. y^*'<>$.„

n'uu; -uuM iAci, ?&. gy \ ^ .sctsib^^scs

<*«** f/uf *7 fU

?,T;,. trrf £/c'4i *m ? r :

^/4^y C(fi-/c.f£j &/A lo ..^.ytSrjr&yjXyTs+y . 1

XUt^- /<«*J /a/., 'V;. /V& /te,< /V^...^^

ff. /'* /£. ■/u<s/r„> £/ enjU^,9\

(r£y a < * ( <ryi CZ / /o Atupo /Jr 1

//t^ d cu S>() . Ays?/ CnJ 0 r &Ct// &LsT~ cAytyj) /, ' Y^W'* ✓> „ „ ‘ „.. .., i!

So. 1.]

wilh aU and singular, Ike houses, buildings, trees, wags, looters, profits, privileges,
and advantages, willi the appurtenances to the same belonging or in any wise appertaining •
<S-°' aU lho •‘■slate, right, title, interest, property, claim and demand whalsoeeer, of the said
! l™ly "/ Hie first part, of, in and to the same, and of, in and to every part and parcel thereof :

\ §k° hnv* !nl(l to hoi lit all and singular the above described land and premises, with the'
appurtenances, unto the said parly of the second part, -A t eJ _ heirs and assigns, to the only
proper use, benefit and behoof of the said party of the second part, yAA heirs and assigns,
forever : and the said

- y/ t /( ( 'i > Y A

. , - ■ -/to. A ...

v _ . . S ♦ fl • " S'

do for /It t otA t Uv'tAfi /Aer<rJ _ heirs, executors and administrators, covenant and or ant
to and with the said party of the second part. 'A (ZJ-hcirs and assigns, that _ _

( f <rCl/ AA- / 'i

the true, lawful and. right owner __ of all and singular the above described land and premises,
and of every part and parcel thereof, wilh the appurtenances thereunto belonging; and that the
said land and premises, or any part thereof, at the lime of the sealing and delivery of these
■presents, are not encumbered by any mortgage, judgment, or limitation, or by any encumbrance
whatsoever, by which the title of the said parly of the second part, hereby made or intended to be
made, for the above described land and premises, can or may be changed, charged, altered or
difealed in any way whalsoeeer:

3»'l !>Isa i tl,al t7te said-party of the first part now yfac-fjood right, full power and lawful
authority, to grant, bargain, sell and convey the said land and premises in manner aforesaid •
Sud aha, that fit if He ftJci ^ //u> '

will Wmmft, secure, and, forever -dferd the said land and premises unto the said

_ C$(-fy0cr n

(7

c-er, VUsaJ

heirs and assigns, forever, against the lawful claims and demands of all and every person or
persons, freely and clearly fn ed and discharged of and from all manner of encumbrances

| f %U the said parly of the first part ha (-^''hereunto sc

\- /A/ 1-/ -hand S and seal K the day and year first above written.

Signed, Sealed. and Deliv

w/ c/tsr', e.fA ,

/ 6? /Ao o, i -x

-DeedH^I

. BARGAIN AND SALE._

_

^ccqioed in the Office of ;

the County of_ _

n the^AC-day «/Z4^W^

1. D. IStf / . and Recorded in Book _ _

. — . -?/ REEDS for said Count,/,

f'r^

£j± tf f

JTt,i

.;.. — Jkz

ti£Li..uA^ \ OX...V. v '

_ K-r ■

— J^tafo of pjut gmsjjj,

— tontij of ' _

— Bo it !f omomlm-ocl, That on this—

clay of. L Jfo -in the year of oar Lord One<Thousand
Eight Hundred and Seventy e-,fj/C~n,s^ before me, the under¬
signed,. r/sr,:,^ SM;,

*“*/ i

personally appeared ^

' C'yjji/ - -. - -

loho, I am satisfied, e* — the grantor - in the within Deed of
Conveyance named, and I having first made known to-vCcL*> —

the contents thereof, Vu - did acknowledge that- '/Cl— -signed,

sealed and delivered the same asJ/Co^ - voluntary act and deed,
for the uses and purposes therein expressed. __

AndAhe-said- _ 'Df / ■ ■

czrtun'Xc

being-by-me-privately-examinerfj-sepamte-anchapavb-fro

said-husband - did-furthenavkaoudedge-that - si-gnedrsealed—

and-delivered-the-same-as - voluntavy-aet-and-deedrfreelyr-

-wUhout-anij-feaifthreats-or-eompulsio/b-of- - said-husband-

I>KI>1>— Hiirgiiht

Sftle. (No. 76.)

INQALL8 &

day of- r ,, .<*' V _in the y

and Seventy*? ut/'t, //, ^CtUtCClt

made the _ v-oZ/f,

—m the year of our Lord One Thousand Eight Hundred I1

' ’ A., S // .

f /"r^>

- of- rt/ra/^ . in the County of

and State ofAffp ,,Jac/fl^l of the First Part:

of the r'j’/x. 0t - in the County of

— fy - and State of ^AAc/yr/^-- of the Second Part :

!! iUy^X, That the mid '}aHV °f th° first part, for and in consideration of the I

- c-m _

United States of America, to in handpcdd, bn the \

said party of the second part, at or before the ensealing and delivery of these 6
presents the receipt whereof is hereby acknowledged, ha//Wanted, LgainJ f
sold, aliened remised, released, conveyed and confirmed, and by these presents 1
!’ T’ remisO’/elease/Convey and confinn unto the said f

County of- S3' If" - inthe

and State of.

L/de uiq, /t Ct

?- ^ *X&’kd>. ./fu+pyrvt%{ tf& ^ 7J, ^ V//„/v ,/ ||

>/U ,A & f" ' Z n t '-<tAer, rf ,/f /,/ e c/ ArS< rA ,, „ •/£&, A~U '

4 %A,/q yf

<# A ^ ■dr.^sz^pi

1 /f£* C'jA-f M. vpulo(o). %{■> /a^ OoJ ^ j

■\«s J /a ^ AZSrcJo '//.{y aJ-\

W/'pmJ' /L Urrf’fyqj./t.a, AA<o

t&UcUj- tfru# An^rheU, A , A-^u/foU f>,

,1'f<A'i/ 'A ^ ^('seurdi. ~'/n/~

■/kU;(.° > •<■*■**< w <7 OJ ^W/,,/y ef/rna Safcb/eAv !

£ . V/ ^ ^ ^ U *<r // ^ ^ !

/ y ^ ’ / c

ry < aia a Jen aa> . f&rxtj

(].<>. 4j /„ .7 fi& / f l-ipj 'f A

i,

®0jJCtfttt with all and singular the tenements, hereditaments and appurtenances
thereunto belonging or in anywise appertaining, and the reversion and reversions,
remainder and remainders, rents, issues, andprofits thereof. AND ALSO, all the

estate, right, title, interest, — _ _ _ _ _ _ _ j

property, possession, claim and demand luhatsoever, as well in law as in equity, j

of the said party of the first part, of, in, or to the above described premises, and \

every part and parcel thereof, with the appurtenances. ®0 itUtl t0 j ■

all and, singular the above mentioned and described premises, together with the I

appurtenances, unto the said, party of the second, part, _ '/.(.«.> Vfoo'r ) _ I

and assigns forever. ' f

the said parly of the first part, ha S/T) hereunto ji

"Alj 77 It /.fj Ct.ti A C ft f A At rf tot /. , ct-Lt tfj e/V A*- j

II j|

— jftat* of §«ur — j

- totttl] /o — '

- Bo it ijtomomborod, That on this - _

day of — in the year of oar Lord One Thousand

Eight Hundred and Seventy C< s/A£j'CH.
signed,. ,<y ,t , a i

before me, the under-
w *-/ OCc->c(j <S/a/S.~

aL

personally appeared- <-rfj f , ,

who, I aw Satisfied, fid — the grantor— in tire within Heed of

Conveyance named, and I having first made known to—'fiu,i*j _

the contents thereof, — ..^sr did acknowledge that — X^- — signed,
f scP,ne*afs — "voluntary act and deed,

^ for ike usds and purposed therein expressed. _

And-bhc-said ,-fi / M /

bewbgdn^nheyyrivatehpexcMninedrScparaie-aiuLapart-fiiom _

said-Jmsband - dielr-ftorlh-er-aokn-owledgeJhrd - si-gncdysealed—

and-delivened>-tJie-sam.e-cui - voluntary act and, d.eed., freely,

~withowt-nny-feaiy-tlvr-cnts.or-coinpnUioiv-of- _ saidJiusbwnd

70

In unil Sale. (No. 76.)

f made the _

^ ( e -in the year of our Lord One Thousand Eight Hundred j

dayof- -in the year of

and Seventy-Si <t A /„ rurJ, §CtUtCCtt-

-r)r

m

Wtfjj ,.(/■,

—

' 77/ff /-■ y: - — r - in-the-Oounty-of—

-and State of. _ _ of the Fivst /J '

of the - (''<<•/ _ ,, _ <•///.,'

/ >/ A ' . / / ’ 111 the County of

' /n ~ mHl ***** of-* I'- M- of the Second Part:

" " " ■ ■•/ V ~ 1 d- ‘ tuff, of the Second Part: :

' T"at tUe “** PaHU °f the fiVSt VC^f0r and in deration of the ]

laioful money of the United States of America, to in hand nn1li , « I

Tt 0f th6 md ** * - »* ^ng~Z TA t^e

Psm1^1d'00aiPt «* Pledged, ha^Wanted, LgainZ, t

sold, aliened, remised, released, conveyed and confirmed, and by these presents !
do A grant, bargain, sell, alien, remise, release, convey and confirm unto Me said =

party of the second part, cund to - **£', , T saLd

//j ' ^ . y / 0 r and assigns, forever, f

I ‘I'ZsZz: I

1 'AKtibe-t. /(.u.'ri*™.' 't'b e/t« < c*4 c£ ‘9ptc<y(j r-y? ||

I / c [j L< 0 ^ C,r/^ '‘'faru^c /(rtr-6 '-'£-£*1 eat e<^£p>x> ' fsfo fric /AZTl
I ./tOefc/i'uty u.Ur /„./; £, . ✓ . , ■

S '* ^ Off l,, /,/j

fX'lfT ^ ^ C6J, ^Qf) \

! X/Ti'- /-^>’ V*-™~4rj

, rev 7-/! «jf «PV yd/r rJo ^//

\7JI^/ f *'<6 /i(jLt.<Jir {/cnr/C k#rjit tA^.etatci&rjO

YyH,rM(^'X TyAr/cJ **% a/3^c<cO,^,.LA

Y^L Sn,.fr^/ f Ify r/u/tZf Ur^u^ rrs/xi

trc^e-u^, cSyn/lo ?ItW/i-oi'u/tf £ c<^ f //ft

SfofJCtllW with all and singular the tenements, hereditaments and appurtenances
thereunto belonging or in anywise appertaining, and the reversion and reversions,
remainder and remainders, rents, issues, and pro fits thereof. AND ALSO, all the

estate, right, title, interest, _ _ _ _ _ _ _ ’ _ .

property, possession, claim and demand ivhatsoever, as well in law as in equity,
of the said party of the first part, of, In, or to the above described premises, and
every part and. pared thereof, with the appurtenances. j§l!UW JUtfl tO
all and singular the above mentioned and described premises, together with the

appurtenances, unto the said party of the second part, _ '"/ctls _

and assigns forever.

~7) StWtmof, the said party of the first part, ha f/ hereunto Jz/ '/L

« y/u. r.tf.

7

•sy».y~ ceJ ry -i/ Pro cCbi

— - Signed, Sealed and Delivered )-

||

1

«& <™d dinyu/ak t/w tenement* &, /clcc/ifamcntd and a/i/ultcnancco t/elcunto /e/onyiny
ok m anywidc et/ttcitaininy/ and t/c icvcidion and icvetdiono temamdek and lemaine/elc j, bw</

/lo/itd t/clco/ iVls.O; a// t/c edtatcj tiy/dj tit/ mteledl ■,

/ 'teddeddion, c/atm and demand w/iafdocvc ky ad- 'wed m /aw ad m cyuiiy; 0/ t/c date/ /alL^ of t/c /iidt
/ad, 0/ in and to t/c a/ove dcdcli/ed /nemided; and cvcky- /tail and fiaicc/ t/ckco/ wit/ d/c a//ttltcnancco
el-0 Ivuiic and to lvold a// and dinytt/ak t/c a/ove mentioned and dcdcli/ed /temided^ toyct/ek wit/ t/c
a/i/uHtcna'nccd-j unto t/c daid /aitap^ 0/ t/c decent* / /alt, dfis /u/rry and addiynd /ok cvck.

|u Witivcss wTuxuttff, t/e dat'd /tUxli 0/ t/c /)dt Jtait /eo-u-e^- Zclcunto detd
/and and dead t/c day and ycak /itdt a/ovc whiten.

Signed, scaled and delivered in the presence of Cj/Z

Jttatc of 3Xcur

County t

of am datidfad, ge yumtoid in t/ie wit/im Edentate named;
and of, Aaviny fat made /cncwu to dZ^T - go content* t/keteo/,7^

S'

diyned, dca/cd and dcfivclcd t/ic ,
fa t/ie tided ■ and fatifada). t/iclcii

(tcfcnowfcdqc

act and deed

ofanct t/ie daid AC*astsCdc~i~
ufan afaivate examination, afaalt fam daid ZmLnd did. faugck

agnotufcdye g,at*&*— dinned, deeded and ddivclcd t/ie dame ad
vdmtaty act and deed, gtettlB and witLut any fat, t/ucatd ok
comfat/dion cjd /utdSand ,

ttTddZ^t-p J/ d.-fr, i

JfO-cO rf &'■
w. . ()6^...dLo, . /Mjl.

. £2~SrJ)-- fL^rd^

Ijceil.

^j]jL ■ RwK.JR _

>■' 1 /;

f t/ie C$ounty of.

on dc o^^^yjTtz/ J

day of - — nJ <@)

'tetZoa. . d..dr.....o'cL/o,

.t daid fount// /aae |

i - /ZJ ;/^

tr:-l I

ihr*GFF?wj-fi /l?ia>ib
'ftos.t3g cuo^g jo ojujsf

j ef m tie ycal c/ out Sdold one tiouaand eiyit in

made itu
eiyit ftimdud

d ciyity - fclxi

iUXU2JLLo^-<^- Qoj\sul*.ou*.
p^~, OAtOJUllSU^ (So-

fyU-GLA— j

nAA-uJLi/^ <J^ -

/*

tie ami

ou'&j 1

“m/M Wit'K^th : »,/ ,/„ MUfio^ / Ob fid /mt/ fi „/ i emdt/elaiien ./

f /w,/

fl/<C United a/tatea c/ odmetica , t~ . m -Lnd /aid (y tie aaid/aiiy 0/ tie accrnid
/ait, at oi ie/olc tie cnacatmy and dcfively / ticae /men fa, tie tccci/t toielco/ ia iclciy ac/enowUed '
io^s*-* > /alyainc/j do/!/ ant/ convcyc/y an/ /y i/icdc fitcdcnfd c/o ry\-^. rt —

iaiyam, ad and convey unto tie aaid /alt / tie aecond /alt, and to 4dd UtuAui an(/

oaaiyna, /oicvci, ^11 ±Lr^ ^ k^Ah ^ 0^ .1 fiJL&dIJUl

^ a ^ n/lA~°L}

’ /i — T cv f t/l

u <j> £(to fwUoA
^JJLA ^ ^ \*r-a . r *P-0- £

*- f *, .1 ft ,

(J1J. C^Uzs-Ci.*)

(j-y -fcg O^UilUL-.

/La) , '<AL.

— =-*~ 2^ cto£3i Jv-J^ ^ A

earriLA <2J4-4ca offaAU. ^ l<=}cr of 3IWQ*

oaj-*-6 c^v-^-u^ -to, (UXlCjUa^G^^

n ;£44L cLj!;^ ivL ^ ^ d<d:

La- &aj z^AaZal fe- niSJ2J2^__ cy. ,

^AJLSt'iUi iSU*l L uJSTl i. ^ -

C^A" ^ ^ ^ ^

a/t/udcntmcct l/eieanto /c/onyiny,
id lemaindelt. tentt. ittact and

wit/* a/i and tmyn/ak i/to tencmenft, /clcdilamenlt and a/i/udenconcct t/clcunto /c/onyiny,
oi in any wile a//cdaininy, and i/e tcve/tion and ievcltiont, Icmaindcl and lemaindek t, lenlt, iddacd and
/lo/itt i/elec/. glU (1 ivls O; a/i i/c ctlalc, dy/t, tit/e, intclctl £ d-c-wc/\. ( aAo/A' cLovu-u, /to/elty,

/oticttion, e/aim and demand w/attocvck, at tveii m /aw at m eyuiiy, 0/ i/c taid /adej) 0/ i/e /iltl
/ad, 0/ in oh io i/e a/ove dctcli/cd / Uemitct, and cvcty / 'tall and /alee/ t/ckcc/ evil/ i/e a/t/udenancet
%Sf Imu c uu cl to h ol d a/i and tinyu/ak i/e a/ove men/ioned and detcli/ed / '>iemitet > toycl/ck wit/ i/t
a//udenancet, unto t/e taid /ad of t/e teeond /ad, J/s'-A ImM- and atdiynt /ok cvek.

gyiltl t/e taid 0aX^vu3u-w jjtrr IL^aJL^ a^A. /ot J/a>

/cilt, cxccidolt and adminittiatolt, dtfc covenant, /komito and aylee to and wit/ t/e taid /ady 0/ t/e teeond
/tad, -/|w> -AjuM and aeeiynd, t/at -Xul, /at not made, done, convmitted, executed ok tu//eled

any act ok aeit, t/my ok t/inyt w/attoevek, w/elc/y ok Sy meant w/cleo/ t/e a/ove mentioned and dctcli/cd
/kemitet, ok any /ad ok /alee/ t/clco/, now ate, ok at any time /clea/tck t/a/( ok m
cncam/clcd. m am/ mannek ok wot/ w/attoevek.

t time /clea/tck t/a/( i

in/eac/cd, c/alye

Stt Witness xvlx^jcrf, t/e taid /adfy 0/ t/e /iitt /ad /a&r*— /clean to 1

/andh and tca/b i/c day <
Signed , sealed and deli

t/e ycal of O'M, SS»d one t/ousand ey/t /tended and />,

- c^> y'Cod^n^ et^A^-- -

ofder=Cfff^,

am/ d/tate of . tOty/cU

-o/ .Xyy*-u^...<k(sMi t/o bounty of . C/.ifo

M-mAf do fue/u*t.- |^nb -

tyi&IL.

. ,p — . *f-d#t, . .of. . (disA/n do Meanly

°/^.d<Ue*USX^^ . and estate of . . 0/ do second /alt.-

281itllCSSClj), (S/at do sate/ /aitj of do fit /mit yol out/ tii cons/dclat/on of 1

- y^Xtn/yt, oo/aJ #0 /^cA^ez/isO - :

/at fa/ money of l/e fy/m 'ter/ d/tates of Qdnieltceo. teAtizne.. eh /and toed and tlu/y /wit/

■ /y do Satd/aity of t/e secern/ /ait, at am/ /efote do ensett/ny and de/vely of due -/Monts, j
do iecet/t odeicof t) /ele/y oc/nttv/edyed. am/ t/e Sate/ /a tty of do f ist /ait f/etettnd j
fudy soft fee/, contented ant/ /mu/, da tffe.ytiien. /anted, /ttiyattted. so/d. ode, ted. ie/easet/. \
eB,weye</ <md confined, and /y t/ese /iesents do///ne, /ant, /alyatn, sod, tt/en, J
le/c-'e. enfeoff convey and confm. to t/e Stud /aity of t/e second /ait, and to A*.~

Ze/U -md asstyns folevel. %\V MeUrr. . Gtel/ZU, tlaot ol /alee/ of /and

an/J AiMMtet Jteleiiiajftct fialttcarfiidjf (/cscUZ/e/J, situate, uni/ tfciny in t/te j

| f-..(jL.aAxtfa/k,. . lit t/e (/Bounty of C>tftddd£*>*x}... . and Sd/ate oferytAoLl"? j

j //fu lotf AsOon/ sr^etAedd ct/ \

| oU~f‘ra'£?f 7 7^ of) I

Mff-fd/- (fcL t/ces

ffAUsnsto Q^oitf/s O^ulsa/Z ct oO

j~ - - - VtJ-tssjdavruen'jJ <r^/ t/uO cA'cAddh^^/dfs dAo

.WoodtOc/BfO a-u^oo^eJ of- ctOJ-a^J-

/^A ^ «, j

'/POfff t6<^ 34^ .7 1

\AAXtf~ a^iefoO cCb-utnnS inaA {Xccc'esO ratify cd/ !

(fzdyOLs /lucrvrufen) cJ/'tAX^J-s/ifA "ceA.* /O.

f 3%-o o tlmJUefl/ a^u-rfud yLy^fz — ^ !_

O^t^ffoa^cul/A ^tOdkr .o !

tOAjjA—' (rvULy/^n. cfruLcO c**i cL/

C^iAciiUsaYtdL eyi^id^

'^Yo o cbbuLA-tyLi •-A-^u^^ULy

- J^CuAcAjC^ c**i ds ''A3 aA- a-AtY-* isU-isA~> Y^-ct-c *0 ‘^tYe-^eCcAstscAs

- QYYmM- QruiAL<~ctA* <o - J 'A /J- / ,/_^-iM^-T

A-asn dy ^tj-risu-c^ -t. c£y /hi /Q- votcC)

^/h aAj(ts° cs^> ■ ciAyy^v etsr^/ AaJ c£/ cQ/9-**-e*-cJ

~aJJL u<Utt -AAUAl zs7^ / 8~ ^7.0 <55^ cL^

/S~LsC*r\du dS >1/ (ZAYi. e/ cCho£*xi'/ ~ obcAo

<*Z QAocr^y /Zf y£- /tUtck 'i'J y- y*f.

Oyoqcfjjfl' Util/ a// and sinyu/tl l/e Routes. /ui//inys, facet, ways , waleis /lefi/t, /livi/yes,
and advantayes, mild l/e

t to l/e t

c /e/om

%\S0, a// t/e estate, liy/l, tit/, inleleit, /lo/elly. c/tim rtm/ demand w/atsoevcl, cf t/e said
/unit! of l/c filst /alt, of, in mu/ to lt!e tame, am/ of, in, am/ to evely /alt mu/ /alee/
i/cJof ®o jjnbc nnb lo jjoli) a// mu/ arnifu/it l l/te, <ttfovo (/cscutfce/ /h/ct ol /mice/- /tint/

ant/ lemises, imtd l/te a^iuilenances, * ttn/o t/c suit/ ft ally i/e second ft a it, ...r. ■

/feiis and asstyns, to i/e on/y ftlo/tcl asc, /ene^ii and /e/oo^ ej/ /do said futi/y /do second

md/dc Said.. . :iL=

/"

-jzJF-

—/lilt a

fitly at ft

aAtvn em-ud

e/o./^Z/fl . /elavueitde^... _ //st**.,/eits, executes am/ adminisfaatoU, covenant a ni/yl

nd tot/d /do Said ft a l/ /do s

— ^dydoAd, ^

l/e tlae. /tufa/ am/ hy/t oianel of a// am/ sinyu/tl l/e a/ove descli/ed dim/ mu/ / lenities ,
a?u/ of evely /alt mu/ /ttlce/ l/eleof, wit/ l/e a//tiltemincei l/elettnlo /e/nyiny ; am/ l/at l/c
Sait/ /tm/ ant/ /lemises, el tiny /all l/eleof at l/c lime of l/e sett/ny ant / de/vely of l/cse
/lesenli, ale not eneum/elet/ /y tiny niol/yaye, fadyment el /imitation, ol /y any incmn/lance
ta/alsoevel. /y tv/io/ t/e lit / of l/e sail/ /tutu cf l/e second /alt, /ele/y mac/e ol intent/et/
to /e mat/e fol l/o tt/ove desoli/et / /me/ am/ /lemises, can ol may /e c/tnycd. c/alyed. tt/eled
ol defeated in any way w/atsoevel : -

and tt/o. t/at t/e said /ally of l/e filst /alt ■ncw../d,.ad/l.ycod ly/t, ft//

end /awftt/ aut/olity to /ant, /ttlytun, se// and co
•l ttflesttid. Q/nd a/so l/at—.'&!L~). . Ciuj/.. .

id /He.

1 CtSenyl Ctml/ , dm c-/-' ’//znAtO

wr^fflkrant, Secede, a nd flevel defnd t/e said /in</ and /lemises ante l/e said. -

_ (/f^yjzAsCth- ^3 CtAe^yx €fa^\di dusO -

/tils and assiyns f level, ayainsl l/e /outfit/ c/aims mid demands of a// and evely /elsi
ol /eisons fee/y and c/al/y feed mid diso/alyed of and font a// nutnnel of incum/lan
w/ttlsi

SIGNED, SEALED, AND DELIVERED

...of t/e .

. am/ <£/,„(,. o/......O^iiofi . / do seoorn/ /alt. ■ !

saiitncssciy, ^ 46 W/fl((y / 46 fih /ait. ft «m/m c^uSAuMh / j

— - t/u dt *fy-<9^£-tiAd _ [

^wf" A Monty ftAt ^An'/ce/ ef/T/a/gA of Qrf?ncitca. So/^VPxxxt„ m Ante/ tt'c/A erne/ fote/y fiene/
Jy t/e Salt/ /ailu oft/esocom//all. at ant /foie t/c onSea/ny am/ eUia.y of l/ese /Monts,
/to lecct/t ta/eleof M /eie/y ac/mw/a/ye</ am/ t/c Mat / alia of f/o fist /alt t/clewtl/
f//y satisfice/, confenta/ am/ /a/e/. /a /faff even. ylanloJ. /eefa/net. sot/, a/enee/. le/casce/.
enfeof/ei/, couvcyee/ am/ conflmee/ am/ /y t./ose /Monts e/o f ytve, ylant. /eelyatk. sc//. a ten.

! le/‘"'e- *»/*$- *»•*? «”•* confum. to 46 see/e/ /ally of jfc secone/ /all. am/ Uj/U**

tet)s tote/ assy ns f level. %11-rxfMitefc:. liact, ol /ajm/ of /am/

anc/fltinaes /eletmeftel /alt/cu/ii/y e/escli/ee/. Situate, /y/ny am/ /any in t/e yUs,itMsfUf>

’■ l/e bounty 23 Ztate of &&***- * -

- /c/f^~ c//^<^~7Lte*/ fS-l^lavCjee^sL. /-S'/ -)

, / J

_ tr>'V Gy /eye1- a/f

- !■ <-CG<p^j -tyiyu^j twxC (_^t O Ct c/J em c(J

/b/t/u& cO^^butr- f

(°kuf. MsGcy ' \JcucO

c^d/ e^ccffff

cLlLo/o ■ '/-Cleat ft /chief -atyU^Sc// /7tJ~ C/c(j, & ' GCC c/j

ffh f/Ae*rt.cte*/ oTlf cCt(_cC> ^iruV

~ o o .*/eti^,a/'J doeTecC ~7faAsc/' f '' / /Li-—

■/U^U ‘•ffi cClcae<ice C2n- leiA/tc^ &/e/Le/> &//-e<!Jb.

/hei'yfo oe/f /2>ifo^ cttee/y foa.yd y^t, -

(!i»0(jctljci‘ tot/A a/A ane/ AtnyuAti /Ac Aouacs, AutAAnys, /leeA, (

erne/ aapan/aycs, mm l/tc af/fial/

atfiAe es/a/c, HyA/, ///A, t
ftai/tj of /Ac felt/’ faU, of, m m

/Aieof ®o jjnbc ’nnb io Ijolb «#

a/u/ f l causes, ((‘//A /Ac afftii/cnuii
Ac/ IS erne/ ass/yns, to /Ac on Ay flofic

ileU/lffo, /rUoi/ytee.

A erne/ assiyns fol

lei/, ftloftel/y, cAtim erne/ e/evumt/ toAet/socve) , cf /Ac Ante/
/o /Ac same, erne/ of, in, (me/ /o ecely fed/ erne/ fa ice A
u/ st/iyuAn /Ac aAovc e/esolt’Ace/ /lac/ ol falceA of Ame/

. tm/o /Ac A at‘(/ fal/u of /Ac sccotu/ fa l/,r/rA$Sit<o..?rm\ .

Ac?/ eft/ am/ AiAoof of /Ac SanA fiui/f of /Ac seconoA

'A)A. GAslpsO/ /// eiAsm-

erne/ tot/A /Ac Sa/iA fal/a of /Ac ./<

AiW. ’ '

jvffiu^am/ af/mmii /la/cis , coven an/ erne/ ylan^/o

/Ac Zinc, AafuA am/ UyA/ otonel of «/’/’ ant/ einya/l tit a/ove t/eecli/et/ /nt/ cm/ ytemteee,
ant/ of every yalt ant/ /mice/ > t/elcof toil/ l/o t yyiteitenancee t/eieuuto /e/nyiny / ant/ //lit t/e
etui / Arm/ ant/ yiemieee. ol any /tail t/eleof at f/c time of t/e eett/ny ant/ t/e/'vety of t/eee

y Yleeente . ale

nollaaae. jai/yment ol limitation, ol /y

l ay any moltyaye, ytulyi

to/ti/eoevel. /y to/ic / t/e tit/ of t/e eait/yialty of i t/e i,
to /e mat/e fl t/e tt/ove t/eeeu/et/ /tnt/ ant/ yiemieee, can
ol t/efttiet/ in any way to/a/eoevel : -

tyanyn

i/lrtt

it/ yiatt, /ele/y mae/e ol inlent/ci/
may /e c/anyct/ c/alyet/ a/telee/

■me/ a/o. t/at t/e suit/ yal/u of l/e filet /teat nr,a‘/Af.a//tlyooi/ Ity/l. fa//
f ttttl/ouly to ylnnt. /alyrttn, ee// ant/ eonvey l/e ert.it/ /mi/ ant/ y term's cs
l ttfolceait / Qs/nt/ a/o i/atst/l/At/...'..... . /Atir/s. . .

CfyteL -A//, -^CcjsL* -

Q/nt/ttfo t/atar. .

? a/lan On/

•l r/efeni/t/e eait/ /nr/ ant/ yyt
-u> ClAem I

(W^&Ultrrant, scene, ant/folev,

-

/ciu ant/ aeeiyne \ folevel, ayainet l/e /toft/ c/ime ant/ t/emant/e of a// ant/ evely yet eon
ol yieteone fee/y tint/ c/cal/y fleet/ mu/ t/iec/alyet/ of ant/ flom a/tf manncl of incum/latice
io/ateoevel. -

Ju (Mitncss fcjjcrtof, t/e e,

- ./tana ana sea€ me aay

■t l filet a/ovc

|ji| Jitkithift

w,detL—

°f in Me yea), mie Moudand cip/it /ttmdlcd ant/ eip/dp - -

/'UdulbtA. CtsU.el c/9 ' to . ^4 du-tpi, <^C“

^Wvi/fr £Lw( J7 tiX^' ^ fTdtd- Irddf. ^<7 Scdfb chS j^cAjU- P^£f

(Ua.qI 'J ty/uM-cu^i OtoWtA&suv o-/ '■^A^Uc (fy&A. ui U&uJjZ </

M+ctcUeA^Y fa*.d MZfc ^ 4"uJ y&\4iu/ ^ ^duff _ f v

ijJppf/O. »*/;*& /«*~»~, to -ttt£in Ld/.aUty A oaid/U^Jll, W W

"t * lru, m""6’> "wfm? / /***, <*y/ ~*V« 44 ooLu,^,- ^aua

/tad^—c/Me decond /,ad,- fUe — Liu, excmtoU and rntnunidtlatcld, foleuel te/eaded and diddalped flom Me

/MenU, ^iWt planted, talpamcd, add, a/iened, tended, idcaded, eo>

j/ilcdcntd <ip0 - plant, iatpain, ded, tdie,

conptancd, and Ip Mtedi

■opi'lni, tnito Me dat'd pd d — (jd t/ie decond

fad, and to £i, and addend /olem, Ml , & of CMtttU^ ffruit ^

\ fM-Ud p <ta^L tu^ci afddi pbddd&dddUL&sidL/ fuctiic^M

! • ^ Tid **■* *f*2 ^ ^ A

I popti. ’lU&^c-tv uiCcUJviey; Sfatr *?" 'did tfuUoddt

\rjcrzf^ .d°‘ t ^ ^ f&k"- &U. tp&h

I *0^*0% 6iH^uUMrT U^0{pU^/Aj ittuct &t faUa d^enuLc
•*± •’ f&ipzk&idpg tu &U.

d'^Lzafc^ -Addle od ^Wul

4d.O& W JutCedeX QffiiU’Viu &*i*L
I (Uur^ ffW leuM. *uf>f WL df ^

\fjfW%. - Ui-idfu, otfedf^ dljg ccutti fueUdcA ^W"/^

“ft1 /f^; ^ A dc/Uef^K

\jP^1 hcJuLlhl j<&$. * ft/etprLfrUfii&i. d^ddsuoL L £pfc J&&£~ ;

I , tp ^ edlitfdd. fau-</L feMadJuJ? 4ffL

IfutUUaA Mfut On^z. Uidd fuf cu^{ fjffc /^fr if Whd&cWtu.

dr** ^ y; ^Acy^ tzUidO AcUtc

fp ^ £f tkddjffi

Lftfrfd dr*1* i'fdtf P‘l MLdsrffissr

% 7)Jf C «' c<f^AUC dadTct' du 4%U£uu#£ ac^c^d

1 7Ccfifai &>$ /fof tu^A fac/AdLcd cU feb e&i/ti A&L'ci <f6@

//f

I QtddsuXd/ Jd/l T. {? A.Z&4 dpzig d fc? _

j . ( * aJdveueu^Q^ fi 'hd.adb tcUdn^.

fi , fy/jsH. ^IdUpt* tlat Lvo 4*uJU£Ul<sjl df HatujLt

Jk_2tecfat pdf- ^ tiaidt ^dJfUtp 0\

>xucL U'cnlACcbu,

(\ ciu-tiltsLu, (- to tUrxtf~ /7^ck€~ ■&&<? %uu.\. -&-V •p/T-'

ted/) . ty/t&Ct issu/Ux cUd^ z /O/luLs to <U4 fciaf' ftf

cdufa i. tU*- 'tfU. Cicco i ^ erf y

c^f/ix 1sLt / CLtci 4 AjAd^u^ifi ctflf Gc^i-ls tf-u&i&CuA.# sfffif dt/ju,^ <*l.

^cLo-iiUc^c . . . . . . . . i-c - - — ~y~ — — - ; - ; — ^-— —

/3ust" thtf &Jn,i^C Jiun'tsS lUrisb U^i. f. C^H tUfttfH'b $ ‘*Cij^' -- t ^

ICCii^cL PCillCof i4 d/Z^Udd^L >ydACl£, @ /tkdio

wit/ aii <nie/ dinya/al t/e tenement*} /eleditamentd rmri affudcnanccd t/cleimto (ctonymy} ol
in anywide afifiedaininy; amt tfic levcldion and levcldion rf, temamc/et mat lemaindcl d, lent*} iddtted and flofitd t/cleof

^lUl alS0, a// t/e astatc} iff titfe, intelcdt, ddJ-uMA- , (f fiUtwHl. - ftofedy > fcddcddiori} e/a inn

and demand w/atdoevei , ad we/l in /aw ad in eyuiiy , of t/e daid ' fait £ - of t/e fildt fad} of in ol- to t/e a/we

dcdcli/ed ftcniidcd} and evely fad and fated t/cief wit/ t/e affudcnanccd. ^0 IxaiX.C iXUtl to Ixolxl a// and
dinya/al} t/e a/ove mentioned and dcdcli/a / fiemided , toyef/iet wit/ t/e aff atten anecd} tmlo t/e daid' fade/ — of
t/e decond faf — f/! — /eild and addiynd} to /dfi <W own flofek udC} /cnefit and /c/oof folevel. - —

t/e daid <lfasu f^j celui - - - ft itud*. &U£ _

/eild-} executold and admmidtlaioid} c/o - covenant} ytant and ay lee} to and wit/ t/e daid fad1/. — of t/e decond

fad}- - /fc \A - /eild- and addiynd-} i/at t/e daid f% _ _ _

- - - — d t/e time of t/e dea/iny and de/ively of t/ede fledentd - ^6 - /aufd/y

deiyed in- - AA^ - of a yood} a/do/de and indfeadi//e cdtate of

m/cdtance m fee dimf/c} of and in a// and dinyu/at t/e a/ove ytanted} /alyained and dcdcli/ed ftemided} wit/ t/e I

affudcnanccd - and /ai — yood tiy/f fu// fiowel

and /at fa/ aut/outy to yta-ntj Satyaioi} dc // and convey t/e dame m mandrel and fol/m afotedaid. - |

- glXXXl t/at t/e daid fad V — of t/e decond fad}— — /eild and addiynd-} d/a// and may at a// timed- I

/cleaftel} fcaccaS/y and yuiet/y JavC} /e/f adO} oecufy} foddedd and eiyoy t/e a/ove ytanted ftemided} and evely fad j
and ft alec/ t/clcof wit/ t/e affudcnanccd} wit/oat any /ct; duit} tlou/ic} mo/dtatiori} eviction ot distul/ancc of t/e daid
fadf — of t/e fildt fad} ~//uA, /eild ol addiynd-} ol of aory ot/el f-eldon ol feldond /aufu/fy e/iiminy ot to c/aim

^IVrt lAal tAc dame no, v ale flee, e/eal, didcAaiyed an,/. ancncam/clcd of an,/ /tom a// fan* and otAel ylaoitd,

/i/L; cAalyed, edtatcd,fnAymcntd, /axed, addcddmcntd and mcum/ianccd f wAat na/aie and Acmd doevel. _ '

lllso, /Aat /Ac a, lid fal/ef- of /Ac fildt fait, and ttUA, Aeiid, and a// and evciy odd feldon el
f eldond wAomdoevcl, /,u/„//y ol cynitaA/y dclwmy any edtate, liy/d, tit/c ol mteledl, f in ol to /Ac Aelcin/fote ylanted

\flcmidcd, Ay,/lom, undcl ol m had fol - deni, da// and wid at any tame ol timed Aeicaf/ei, u/wn

1 ^ iwomd/e leyued, and at tAe flofet eodtd and cAalyed m /Ac /aw, of t/ic daid faltf— f do decond fait,

HiA - and addiyud, made, do, and execute , ol eaadc ol filoculc to /c made, done ol executed, a// and

evciy ducAi faltAel and ot/icl /euftd and teadona/A act) J, conveyanccd and 'addalaueed in tAe /aw fol /Ac iettel and

mole effectim/Zy vedtiny and confiiminy /Aic fueniidcd Aele/y intended to /e ylanted, in ant. / to t/ie daid ' faitU of

do troond '/uil/— Au? — Aeiid and addiyud foicvel, ad Ay tAc daid fait ' f_— of tAc decond fait,- -Achd

ol addiyud , ol idl "wU/A, - coande / /earned in tAe /aw, dAa // Ae leadona//y decided ' ta/vided ol ley ailed.

^-id (/f /f) /vui - — — - Aeiid, tAc a/ove

c/sdcliAcd and Aele/y ylanted and le/eadcd flcmidcd, and evciy fait and //alee/ tAeieof witA tAe affnitenanced , unto tAe

daid fait ^ of tAe decond //alt, — /vto - Aeiid and addiynd, ayaindt tAe daid fait fLr- of die fildt fall,

and — /CtjAj\s' — Aeiid,'- and ayaindt a// and evciy fcldon ol f eldond w/mndoevel > /aeftd/y cfaiminy ol to c/aim
tAe dame, dAa// and ad// and Ay tAede flcdcntd folcvel - -

%n Iffititue** fr do

- ‘i/Ma. - AandS- and dea/ S-tAe day and yeal fildt a/ove tvlillen. -
Signed, sealed and delivered in the presencyyf

'aid ft alt f/ — f tAe fildt fait, Aat/i,- Aeleanlo del

Jttafcc of pm gjjemij,

County of. .

lc it gicmciuttcmi, <Mat on tdio fay 0j?

m /fksJ™1 °nC ^l0“dan^ ei^lt ^um<^ anc^ yty

*dln&>*~ (j# — _ _ _ _

/icldonady a/,/icatcd /ts. -J» * *_ cw_

c--^~-~~-^£-' <£„ /h-e-e&a. Jt&j S&- — »

day — 2

f/bty ^v^-ei rft^ole

v/iO; of am datid/icd, dx _ e_ t/ie

<nd ofp ■/, xaviny fildt made dnown to

diyncd, deafed and dcfivclcd t/ie dame ad 4
fit- tfie tided- and fuaftoded t/icicm exfaedded.

tot, eZ, in t/ie wit/iin ddndntu

- t/ie contented t/iei

c&notofcdye tda-t f-eda^

demtaty act and deed

&dnd t/ic daid -

u/on a /livatc examination, a/ealt /tom >S - • daid /uedLnd did fult/ict,

''v' *— acdnoiotcctye tdat S-&L diyncd, deatcd and dc/wclcd t/ic dame ad
voLntaty act and deed, freely and wit/iout any feat, t/iicato ol
comfiutdion o^ <£*^_/utdfiand _ _

I — QUIT-CLAIM DEED. -55

| — \y 0
„

\ _ e^__

the Qounty of Sfc*

:.T,trrw

tlw'ffiz/^noon, and Recorded in Book
1^/^of DEEDfi for
County, dn pages . fiftCl

■dfH-M, . &.:#%£&. <5z£U4\

■fe &*CJU,Zn ^ . Qafir—

_ Mas sa cm t/serfs _

Eight Hundred and 4

_ _ JPttttC flf ^ . . .

Mb- 'XXflbvKX

_ in the year of Our Lord One Thousand
- „ . — before me

,^Uo <)/t5

Cl / 3-Usi'7r c-l/ H" s/U> (flea. car, ef 4 cot e>C
pergfinally appeared V— *

— *X X ■, Xj> -

who, lam, satisfied cuie/— the grantor <? in the within Deed of Conveyance

named, and 1 having first made known to _ -//ex^<j _ iJl0

contents thereof, -S*uy, _ did - acknowledge that //Uy, signed,

sealed and delivered the same as — _ voluntary act and deed,

for the uses and purposes therein expressed:

_ gl/A/ , ^Ls 6*-? ^y ^ - —

being by me privately examined, separate and apart from - ,

husband . . did fwrther acknowledge that <!/ua~ signed, sealed, and delivered

the same as — flcr - voluntary act and deed, freely, without any fear,

said husband -

^--rJ

fn tC0ju.A1t.fiua>

J

day of. —

and Seventy <Uj /•^7 ,7td-o, -
_ / .

rrq-tJ aftr-rc^ut

Y . 7

Pnlenhft,—.*- ZuJTL

—in the year of Our Lord One Thousand Eight Hundred

— gSetuwu —

■-atn/ *%/ &$#***<- Zed ■'^ef4j' -

f-'^dLJ^dd i <),.

— in the County of \
- of the First Part : 1

- (TTCtfu-t 0t-d c7fy C^cToj r&O _

of the - s7bUyr - of — _ _ in the County of

_ cslCsiT VMj _ nnd State of- ^fjU^rffferrft- — of the Second Part:

SHPitUfjSSCtlt, That the said party of the firstr part, in consideration of the sum of

to S'Licm) - duly paid before the delivery hereof, ha remised, released "hud forever quit¬

claimed, and by these presents do — remise, release and forever quit-claim to the said party of
the second part and to - tte-kd - Ileirs and Assigns J^.U /j£sZC cydfafd

’ tract or parcel of land and premises, hereinafter particularly described, situate, lying and

being in the - <7r-i,r'uus fi-C) - of - _ in the County of

| - effete^ - and State of — off -

jfrj&tnyryf &£> nyo/ /fie) TfLtyT) eyf Q/^cJ csTT&sccSi |!

j Oflest asTz^o cy, dft. s-yO fy^y dtZa

\SruttsJy, Tb/tsdrj Ch&dcY > 007 /cdf'/ .\

| faS / trfi T^Laate.'tZe -y f-C-y'uLo/'o <yyO (]yj yTi) 4 aft TZd so-t/ Sit^A

| aZyyffi ey/^d du da rjf ST'rydTyi °7^7) <y7^isi00vtd , . _

f^Tu-a-Aj ,/r7 ' >T0U) ~A FytZd rtyfd eJy's-ffdy<r^d

\ ,/ 0 Pin/ f£?0XSi.r c^0ue-td Zlf. d7(jtc6 CfceddaZ s^LlJ l

• X PlttO-d-Cd. L-t. ; Hcty&6 TZ^c'dydZe^c^, tr-ty^y-T-cS. *
i: fadatstt) <fd~jdaa> ysUJ cr-J'Td dy^df, tjfcto'd _ j"

with the appurtenances and all. the estate, right, title and interest,.

•; AJ' <rji /^o-uwoay, - - - - -

of the said pang of the first, part therein, ®0 iUUl fogtoM, the above mentioned

and described premises, with the appurtenances, unto the said party of the second
Part> °Ad - heirs and assigns for ever. -

-• ;§n thereof, the said party of the first part lid, W hereunto set

handS and seal S’ the day and year first above written. _

- m me presence

!

# 0

ifjnfientet

m tic yeah of out Sd/oid one tioudand ciyflt iumdicd andA ;jpCtU)£Ctt j

! ^ ~d-£ct^ '^<J j

j <^t, «—*' ^~£ydd

| ^ % ^ <^w_ ^ cg^JLAc.

i <fA c^aC *d<L/d ^ s£e*^ ^.Qc^p*, _ L

! °/lL Second fad, MM-WmttX,-^ & oaid fad jL of tie fudAfalt; /eland 'm conation of tie

j «*»f — - - ®ju,

| flawffl money of tie United &tatcd- of cd,m tie* , to ^Sw m iand f aid fly tie date/ fait ye ~ of tie decond
\ fait; at ol icfole tic endca/iny and de/tveiy of t/iedc fnedenti > tie ieccift wieleof id iclciy doinotviedyed, iav^ I
j flaiyamedy do/d and conveyed, and fly tiede flcdcntd do y>^ _ — flalyam ■, dcflfl and \

convey unto tie daid fan f of tie decond fad, and to dflUs eddt,^''' - _ ' and addiyno, folevci, glJX I

drdej^d, O' .'d'

A A ^ ed^C^ (5s)

-r flcd_ ^d^dfle-di^

Ct- *'£ /left d-y, dzl.

^Cfsddddf'^ddd

JJ^eCdZ. ed- t /A^r-d—'Cd^ ddAdrs-i _

dmed r

wit/t, ad and iinyidal t/e tenementd, Aeleditamentd and afiifiialtenanccd t/clcimto /c/onylny, \
ol m anytime afiifiieltainmy, and t/e levcliion and leveldiond, temamdet and temaindtd, lend uhUtcd aiid
fiuofiitd t/eleofi. ^Itd <tXs0 ad t/e citato, liy/t, tide, intcledt, cedre^e^ fiofiielty,

fitoideidion, c/aim and demand w/tatdoevet, ad wed in /aw ad in eyuity, ofi t/e iaid fiialt <-c<y 0/ t/e fiiidt
Jialt, 0/, m ol to t/ie a/ovo ddclded fiitemided, and evely fitalt and fitalee/ t/eleofi, wit/e t/e afifiiultenanced. \
^0 ImiJC and to It old ad and dinyu/ai t/e a/ove mentioned and dedcli/cd fricmided, toyct/ei wit/ t/e |

; afifiiultenanced, unto tie iaid /tali ty 0/ t/ie iecond /alt, -dl y&U^and add find fit evel. _ _ j

| lit UWLihuss tt* _

| Aande and aea/e t/e day and? yeat fiildt a/ove wlit/en.
Signed , sealed and delivered in the presence of

tialt /eatsc^ Zielcunto iet xdctsz^ /z*e*zdfcfci>z_.

'ayest

j?tak of

Sc it §l£uvcm'b.cx*.cd7 fflu on thie.

in the yeat ofi ceel £hold one thoudand eiyht bundled

O^KSxj^S Cs(\S _ _

/PjLxA&ej'/t^vfaC Gad Cdr^

^JeH '- yCAxd's. G^y <sy ^S'->-^o " (/

fitcldonallu ei/i/icaicd CJH-d-eJ&Lj*

/0 ^^A^Jdd-tdrd

tu/bO;. If am datidfiied^ txst^/ the ylantcU in die wii/iin Ifndentule named / ■
and If, haviny fiildt made hnown to Ytfi*j-*sthc contents ihetccfij
did acknowledge that /dts^y

oiynedj eealctl and deliveled the came a<t voluntaly act and deed fit

the need and fiiulfitodcd- thelcin cxfiitcMcd.

ednd the iaid /tfaVcAjL^rf cisefz,

ufiion a fiiivatc examination afiiatt filom d-x-d date/ hudland . did fiulthet

achnowledye that aiyncd^ aealcd and delivelcd the

aa vohmtaly act and ded; ^It'CCllJ, and without any ficaty thlcatd

•nfiuldion ofi dee,S daid huehand

<5 l^Z/x^V

... jh°!ocJ€cs°,

dame

'”, Sheriff of the County aforesaid, do

| sU!> 6* - / / ~ / £/ r p

tUtstd £A.£6^'&& ^AlZ-

'J “ ^ 4.&C /tyyt, ,

/tyirZASV AcCAaaA^ . lA/Az/Uyrjt s^AlZ-
fe, Wt & t£e~ , ^AzZa,

(S-O^COCi,

<PCOtyt fe,

l

,-<l/u^c£^ ^ ^Ac ea^J, cyZ htez

\pl^c^i-ta Af 0^-^Ajl -^a^taZa, A^z^cy^yu^yiA t

Z^U^t/f ec/, ^iAu*y^L.sAzZ ACc^U ^

\^ZU,A , / y&M <ZZZ^. ft cs-uts ^Ac (AzAzyy -

i AZ^aC /£rZ^‘ 6^

V ,■ I

C*.a6 l

MsAySLg, A^c ZCo <2~6*&2S-C4^

✓ he, ! tPt^iaC i&<£as&-i

t, £rzy/iy'^06Z^lC£J 0tS~ oA^ZtslAeru

p z^^jScZ JA!^~oAi4jej<z/ac^ s2<st ' P^i^u,ypTZZ#/- A~yu^t 6-£csl^ -
\est^tA dzAz A&cy^JlAAyse&^ JU^ALsy Z^OCyy C^yzjZ

y^Az^t, sZAzkjZ- /dAtyJo ocn^cA~t

L &,<?c*Ue /

AL

j?A>AiZ4J Azte^Z C&Zy /^£OzAy Az^tsUisU.

aA cAusu/™ <yLu*jziu ^*y ^ z2^<u

£z yAtA/ZcZc, zAest^iy-tZst^jC £>c^<-<fZ- -£,<-^AAif >

ft/crlrfUM-d^Z' ztlt-Zuj AtaZ) A cAz, AAsAi

Au^eu? y^rzs-zZo

: yZczyZZS oUyAcy^z^y/ &€r^c?oC yi^tA l ^JAtsui*^ oA\

I /ZtPLA^U So-tsUiAy <w~Ac*. jy^AryZviCxAi^, zAk, A*t***^p^

&&z aAAzs^zz^ , <AAAc^Az, Ac. A^ehut^s-' ^~

' £*^yLZ<?CX^<-^C zzhc^z A^U-c^yOt^, 4-0— £■

| ‘ZU&h yi^fAy'^Z^. A**su»C yz^^ZZkyA

/ A <^Zza^-tyt^ /ZZkyt,

<A shA. ■ - - ■'• ---- y

sz**A‘ &c^£-

ezAzLJZ, <xz£t2* _<x^a

yrt^A- . ,-^/ - /2^<' *>A- £, ^ {/J £-

V ' j I

wade !!!!r; J’°Jh° 6nd that ® Sale °f lho said lands and premises should be
made pursuant to the command of the said writ and the acts of the Legislature in
such case made and provided, I, the said ANDREW J. DISBRO W, as such Sheriff
as aforesaid, by advertisements signed by myself, and put up cyt five or more public
py>ces in the said County, one whereof was in said?2.£&^l±S^^ 0f _ _

. at least two months next, before the time^appointed for selling

info also published,

1™, yauusnea,, in oia . qt^c

MiC Jj£Od±!££!Z£&j%£&^ of the newsnapepS printed and published
m the County m which the lands are situated, andikM„.of which papers
printed and published at the County seat of said County, for four weeks successively
once in each week, next preceding the said time, did give public notice of the time
™-d Place when and where the said lands and premises would be exposed to sale by I

s2d,Jn r' A>Ul Vh° mid AjYDREW J- mSB*0 W, as such Sheriff as afore.
Place ^appointed, that is to say, on Tuesday, the JkZvt/A

'.77", . . . " daP °f--^„f . £....l£.r. - in the year of our Lord one thousand

Pit hundred and eighty... !/,Z. L«r.^at the hour of two o’clock in the afternoon of

727 :1 Z ei^y-f^-~~at the hour of two o’clock in the afternoon i

said day, at the Sheriff’s 6/fice, in the City of New Brunswick, N. .T OUJf .

)t* • If #- i-tst fg C f s-( {2/rJc.fg (g,

lr t Jsj /?f y ^

V

- time and place I did accordingly offer and e

o^yt4s~/j^&r^h &-f£/dsi'?A ^

'T'l.-ti ^^A'p-ssv'is $■< atcst.fsL* ^ fM-^ststdL t-f^/^j?}' -t,

0?.'?^ /'^Uajl cy£jt4st£^ 064* ^A^uA-^c^y /m'^^tsoz. f rs-i.'Z^t- ■ \

tyi. ■tf't-t'ts- c >7%UL

'>*} /£i&m C'^-CM,,-i^€r-tr^c &
M-&?-£t'L<. UA^-tZJjL

t&s-c OM^t.-eS f£'eszs-C\

zAiA^y 6&s4 <°ytst£(>.^( ^ed-T $ZCt

■44't-rf ^Z/L& 'J'l'L-tA-C* , / £ t'ty^jf j /y2^szsisisd-ty>>a jZ^j^L/’' ^

'/<fr^A£AA (/i'J /?'i't&/Csts?^ov-4 /Oo'! jfyf, / S'A^za'^ £,

1/^ yuAAr^4^4_6y /vci^cIa^-ihsk. Jr1'*' ypZAi <<z~csi^i*

u^Z/t^i) '&Z**stAcCt*4S ay> JcL<-*j(

y^i^2y^ <?t^t.y

tzfctcv *• . — - - — ~

ITOUI SltmfoW, This Indenture Witnessed, That I, the said ANDREW J. DISBROW,
as such Shci iff as aforesaid, under and by virtue of the said writ of fieri facias,

^ul-the-said-orden-of-confl.rmationrrand in execution of the pawn- and tri<Jt in me /j
reposed, and also for and in consideration of tfiie said sum afM-^'o

/-< If A -v/a./,4-^ . . • - -

e in hand paid, the receipt whereof I do hereby acknowledge, andtlverefr
acauit, exonerate, and forever discharge the said &? foet'lJZM
VL-th _ _ _ _ _ _

heirs, executors and administrators, have granted, bargained, sold, assigned, trans¬
ferred and conveyed, and by jjficsw, presents do gpant.bgigftin.sell, assign, transfer,
and convey unto the said . rOOc/ _

heirs and assigns, all and singular the said hereinbefore, and in the said ivrit'j ^ f.*y
mentioned and described lotSof land and premises, with the appurtenances, privi¬
leges, and hereditaments thereto belonging, or in antj/way-app^lcdning : TO/HAVE
AND HOLE the same unto the

' . ' , - - - - - * — - Heirs and assigns, to their only

proper use, benefit and behoof forever, in as full, ample, and beneficial a manner as
by virtue of the said writ of fieri facias I may, can, or ought to convey the same.

§U SWitUCJSJi 39bmaf, I, the said ANDREW J. DISBROW, assuch Sheriff a

aforesaid, have hereunto set my hand and seal, this _ ^

day , ./-c^

eighty _

SIGNED, SEALED AND DELtVEllED IN^
f THE PRESENCE OP. j

- ' JUf **<*/,&

/ S , . ~ .

~.~ih the year of our Lord one thousand eight hundred and

' /3 , <?& ' ,

of gfcrswj, gtMUesw (Bounty, :

On this — fl - day in the year of our

Lord one thousand eight hundred and eighty ....^Tx^ULbef ore me, the subscriber,
a Master in Chancery of said, State, personally appeared ANDREW J. DISBROW,
Sheriff of the County of Middlesex aforesaid, who is, I am satisfied, the grantor in
the within Indenture named , and I having first made known to him the contents
thereof, he did thereupon acknowledge that he signed, sealed, ’and delivered the same
as his voluntary act and deed, for the uses and purposes therein expressed.

Master in Chancery of New Jersey.

T~

lljis Indenture, made the /bPiirifjj Jui i K _

w «W - ,lm Vear °f °»r Zonl One Thousand Eight ITundm

ia-idl. - DctlUCClt yMm-now CL. fdUlwu a^oO

to cCi4.tr V lx Jo Iatl'Lj . _

— of - /W* CblUm

i nd Slate of Jlie.i v Qi/iaju./

S. &M\„f t

~ in. the County of
/ of the First Part:

of the f'azenxeMju - - of - heJr Onccu^ _ in the Coun ty of

— — - and State of— VUxvJi’t^u, — of the Second Pa

JUitUCUSCtlj, That the said parly of the first part, for antttn consideration of

JUttltCSSCtlj, That the said parti,

- (Da ul, /rDrUcc*

lawful money of the United States of America, to t/u, r u in limd wdl and tmhj paid
by the said parly of the second part, at or before tli6 sealing and delivery of these presents,
the receipt whereof is hereby acknowledged, and the said parly of the first part thereivith fully
satisfied, contented and paid, haiv-v given, granted, bargained, sold, aliened, released, enfeoffed,

convoyed and confirmed, and by these presents do - give, grant, bargain, sell, alien, release,

enfeoff, convey and confirm, to the said party of the second part, and to fuinj ~ heirs and
assigns forever, JUl -tficJj <l£A±af.iv _ _

tract or parcel of land and premises, hereinafter particularly described, situate, lying,

and being in the - of Q cuvitev^ - in the County

of hie d JJlLxAsy, - an(i gta(e 0ji Jlie^j. _

D tx fi tfub t vutenajLctiwj o-J tflL, gi rrfrLurtdenjLj

.iLl+uj. <rj. omu.lt CtArtAU.u_i .ovifcfa tP\Jb 01 crrtAs audi/it^ fh-vOj crp

. &-Puil,iUi> Itkcib Cv 1- ,-y.OA ch OCvtA lA-ULi Cxx-x ct> XOuigpX cuuu
,i-OA.dj cL-orunxr coo .Uo Iritcju ,irf fi/ct, — fapUMio' PPanJu Dnedeixot
.CC3.tcr&x.ccti c>U, AAJ-PtxLPyj la, cUdLt ■Ixle.cb -Ux/ >LAl, o-ULcctJ , O'/ fJou

,& (btAy crj. h'lxcLdh^a Poovuvay, Iuxat JcAuUy ,j ^ ob ~it/unaeju
fli-tcvwovvj faai'tta.a.d'enfy O-iencj, (Xo.Ccb P/ft enrri uJUL, QajCaxaaJU (nun/

Am y due cL CLmcU JMr At i ±Um*b ^ Ou fa critPunrudinll cdinJUCbidy
,0-i' fU.ej.Lh . Q.xx^A.Hj Aovth dcxid) QaAaaaaJO ~tPuiiJL> -Aw JLi.oC/ (tit/

' J 1 inCtPuL(L<dl/yA^ IamXj a~L fad invrvi irvd$\ LCai-CaxaaJL/ /OcAu

■lou'cL ciuxvyU cnx/ clouCcL ( hi<^; Ancty. yi^. /O/ fayPtJfdAM^dtLjL,
oUnjLctZn-v cdCw'- - - ■ 0™ . . -+-P n . n . V

VI nZtp, (Xnj-enAAAjO

/; /, . , ''o-i'CC/uiouai’dj, yCUnjicti"

■/uu^ -t-Asw, Ajrfj 4

. . '/c„,lx~. a 0/ A/- ..... „ . .

« Oxt c'6 ^/uviatcb

f»>» «^y.

<2^*6 ,/e,u, /«,,# J la

tfhn^a.CcU^ -L.d«Z"/n.m

MaM, Z5< xf('M. 'z jyj

4 /$yt

^ 0) d*L /SJmz.&j ,

’<4 OtniArtu.jt ob .4 ac^ld)

C.t (f

^L<nQJU Jwcisyx ajUf fiuAafa) W

III of Common Plni of uU County, D.O IlHRl'llv CERTIUV, //«

i„/ (>4^U- A?tZ**- atcrC/ZA. ' .

the certificate of proof of acknowledgment of the anna
! same. a cjH . /

1 the certificate of proof of acknowledgment of the annexed instrument, was at the time of taking
e same, a..Ct and for said County, dulyjonim^oned^

is duly authorised by the taws of the Stale of New Jersey, to take the proof <\nd acknowledgment of
eds and other instillments in writing; that the annexed instrument is executed, and the proof of
kuowlcdgment thereto taken, in accordance with the laws of said Slateulhal / uwi ;«•// acquainted with

e handwriting of such .

</ verily believe his signature to the same is genuine.

In Testimony WiutRKOi’, / have hereunto scanty luyid and ajfixcd^^o^cml^sealy a t the

frO0CtljCr with all and singular, the houses, buildings, tree*, ways, waters, profits, privileges,
and udvantag, (1 tl ,n ( , / // / / / / / j j hiiiiing :

-3V1S50, all the estate, rigid, title, interest, ’property, claim, and demand whatsoever, of the said
parti/ of the first, part, of in and to the same, and of in awl to every part and parcel thereof,
(!i0 !)rtUC ftlli) tO !)0lil, and singular the ahore described land and premises, with the
appurtenances, unto the said, parti/ of the second part, hxnj heirs and assigns, to the only
proper use, benefit and behoof of the said party of the second part, ImnJ heirs and axx/f/as
forever; and the said ff, a.v CL £ cUj

mentors and administrators covenant and grant-
'a and with the said party of the second part Atcj /,?//•# and assigns, that Auu
the said tn-n tx.i. CL

the true, lawful and right owner of all and sinynlar the above described land ami premises,
and of every part and parcel thereof, with the appurtenances thereunto beloinjiny; and that the
said land, and premises, or any part thereof, at the time of the sealing and delivery of these
presents, are not eucit inhered by any mortgage, judgment, or limitation, or by any encumbrance
1 whatsoever , by which the title of the said party of the second part, hereby made or intended to be
made, for the above described land and premises, can or may be changed, charged, altered or
defeated in any way whatsoever :

2lt«30, that the said parly of the first part now fie^u good right, fall power and law ■
fid authority, to grant, bargain, sell and convey the said land and premises in manner aforesaid,
&lli> 3US0, that Avo fiAt, a os. it jxoud-^ af Ltco J-ooiU

■will JUlUTflltt, secure, and forever defend the said land and premises unto the said -
^HojLlorl Cp. cLc/imsj , AuimJ - -

heirs and assigns, forever, against the lawful claims and demands of all and every person or
persons, freely and dearly freed and discharged of and from all manner of encumbrances
whatsoever.

j£U JUitltCOO lUljCi'COf, the said party of the first part ha v~
hands*/ and seal<v the day and year first above written.

/ hereunto set ~CAuk>

Signed, Sealed and Delivered |

JerAsou. i!

/Afif , l

*

IKOUAS A. SDISOH,
A&cinictrator of Mary Edison,

10

FP.AHCXR J. COOKS, et al.

Right of Way at Manlo
Pert, 3.J.

Dated flovo saber 15th, 1909.

t'iLE ENVELOPE No J2.W&- .7 P

contents r^ KlA<h..LK.(PUJ

2030

21185

x h o v/ au an by these pee s e si s.

l’hat whereas KIAN0I8 J. COOPER and pWARJ) W. COOP]®, of the
Township of Woodbrldge, in tho County of Middlesex and State
of Hew Jeraoy, are tho ownere of a traot of land in tho town-
ship of Raritan, formerly the township of Woodbridgo, in tho

I County of Middlesex and State of How Jorsoy.

BECIHHIHS at tho old post in tho Southeast corner of the
pr amigos hereby convoyed, which oornor forms an angle in pre..
mines formerly of liary Edison, known ao tho Edison Co.
and is distant Northwesterly eight hundred and thirty-five
r feot more or loss from the Northerly side of Middlesex Avenue,
j measured along a driveway running Northwesterly from the North¬
erly side of said Middlesex Avonue, at a point one hundred a] id
twenty-five foet more or less Easterly from an extension of
the oontro lino of the roadway loading Southeast from Middlei.ex
Avenue, over which runs the oounty stone road passing from
Middlesex Avonue, under tho Pennsylvania Railroad by a culve:rt'
J a short distance Southwest from the Menlo Park Station of. sa.d
| Railroad; and from said old post as a boginning point rdnni ig
along said Edison Co. North five degrees fifty minutes West i>ix
hundred and oighty-ono feet and one-tenth of a foot to a stare;

I th. once running along lands of Catherine Welsh, formerly PrnsL
Ayres, North oighty-threo degrees forty minutes West eight hm-
droa and seventy-four feot and ninety-five one hundredths of a
foot to a stake; thence still along said lands of Catherine
Welsh, formerly Sara Ayres, South eleven degrees West nino h m-
dred and sixty-nino foot and throe-touthe of a foot to another
stake; thence along lands of Carman and Edison Co., formerly
Alexander Campbell, North eighty-one dogreos fiftoen minutes
East elovoii hundred and thirty-five foet and forty-five one
hundredths of a foot to tho point or placo of beginning.
Aooording to a survey made for Fidelity Truet Company Octobe r
21, 1909, by J. L. Bauer, Civil Engineer, Elizabeth, N.J.

Being the aamo promises oonveyod to Francis Coopor
■by Isaac C. Chornall and wife, by deed dated January 1, 1868,
and by said FranciB Cooper devised to said Edward W, Coopor
and Franoia J . Cooper, by will dated February 4, 1899.

AND '.VHEREAS the said Franoia J. Cooper and Edward
V/. Cooper sinoe the death of said Francis Cooper, and the

I[ said Franoia Coopor in his lifetime, after the date of said
conveyance to him, and the grantor of said Francis Cooper
prior thereto, have had and used in connection with said
promises for ovor fprty years the right of way over said
driveway through said lands formerly hold and owned by said
Mary Edison, wife of (Thomas A. Edison, for passing and re-
passing for pedestrians, vehicles drawn by animals and auto¬
mobiles, between said Middlesex Avenue and the Southeasterly
corner of said promises above described; and have during all
of said time claimed the right of passage as af&rosaid, as
appurtenant to said promises hero inbo fore described.

Aim V/HEREAS said driveway is fifteen foot in width,
beginning at the northerly side of Middlesex Avenue, or an
extension thereof, north of tho Pennsylvania Rail Road, at
a point about one hundred and twenty-five feet Easterly from
tho center line of the culvert projected Northerly, which
culvert is situated Southwest of the Menlo Park Station of
said railroad and through this oulvert the county stone
road passes Easterly from Middlesex Avenue under said Rail
Road; and from said beginning point on Middlesex Avenue sail l
driveway runB Northwesterly eight hundred and thirty-five
| feet more or less through Bald lands of Mary Edison t o the
Southeast corner of said lands of Francis J. Cooper and
Edward W. Coopor.

AND iVHEREAB no grant of suoh right of way can now
be found and it is desired that some recordable evidence of

-2-

I

tho oxistance of such right of way ha givon.

HOW THEREFORE, tho said Thomas A. Edison, individually
and aB Administrator of said Mary Edison, doooasod, does
herewith acknowledge and agree that the said Francis J. Coojjor
and Edward W. Ooopor, their heirs and assigns, as owners of
said premises hereinbefore particularly described, are en¬
titled to the free and uninterrupted uso of said driveway
as horoinbofore described, not exceeding fifteen foot in
width, to pass and re-pass, for pedostriann, vehicles drawn
by animals and automobiles, between said Middlesex Avenue aijd
said promises of Francis J. Ooopor and Edward W. Ooopor;

anbleot only to the right of said administrator, his succossjo:
or tho owners of the promises ovor whioh said driveway oxteSdf
or assigns, to re-locato said driveway, if desired, in such '

new location as shall not causo increased inconvenience
to tho said Francis J. Ooopor and Edward W. Ooopor, their
heirs or assigns as owners of said promises hereinbefore
described.

IH WITHSSS WHEREOF, the said Thomas A. Edison,
Individually and as Administrator as aforesaid, has set hlB
hand and seal, this fifteenth day of November, Nineteen Hun.
drod and Hi no.

SIGHED, SEALED and DELIVERED
in the presence of

L tL

(J p |

Individually and as Administ:
of Mary Edison, Deooasod.

II

STATE OP
COtTUTY OP

''ik

be IB REH28BERBD, That on this
I b ^ iay of <j'pirl'OL4‘'T-*j In the year of our
Bora, One Thousand Nine Hundred and Ton, hofore me tho sub¬
scriber, a

personally appeared, Thomao A. Edison, Administrator of Slarj
Edison, deceased, who, I am satisfied, is tho porson named
in and who executed the within Instrument, to whom I first
jjmade known the contents thereof, and thoroupon he acknowledged
j that he signed, sealed and delivered the same ns his- voluntary
act and deed, Individually and as Administrator as aforesaid);
for tho uaos and purposes therein expressed.

ft $ 1 1 (i i i'(-\ V,/ 1 (}'

'u-!

• 1

/■

.ylj-O Cfrvw d.ji (

Newark, N. J. Deoember 15th, 1909.

Mr. Harry F. Miller, Seo'y,

Thomas A. Edison, Edison laboratory. West Orange, N.J
Dear Sir:

Fast Omno-A. w ,T ,« - ^ I

7

Mr. Helm has referred me to yon ae the proper person
to communicate with regarding the matter mentioned in this letter.

My clients, Francis J. and Edward W. Cooper, own a
tract of land at Menlo Park, which has a right of way over the premises
now owned, I understand, by Mrs. Edison. My clients have contracted to
sell this property, but the Fidelity Trust Company, on behalf of the pur¬
chaser, insists that my clients procure some recordable evidence of this
right of way. I am satisfied that their title to this easement is good
as it stands and that the purchaser oonld be compelled to accept our pro¬
posed conveyance; but the value of the property is not great enough to
warrant any unnecessary litigation, and I would, therefore, like to have
Mr. and Mrs. Edison execute a satisfactory recordable instrument recogniz¬
ing this right of way.

I would be glad to take up in detail the title of ny
clients and the form of paper required, if you will kindly advise me
With whom to ooa£or,

m/d

■jqq Newark, N.J., December twenty-third, 1909.

Mr. E.H. Carhart,

o/o Edison Portland Cement Co., Stewartsville, N.J.

Dear Sir:-

I received a memorandum of your telephone message
of Tuesday. The right of way mentioned in my letter to Mr. Miller
as it has been used for over forty years* does not rest upon any paper
grant, but is a right of way arising by operation of law, with a slight
alteration in its course to meet the convenience of the owner of the
land over which the way runs, that is Mr. Edison's- predecessor in title.
One man originally owned both the land held by Mr. Cooper and the part
of the land owned by Mrs. Edison, and when the Cooper lot was sold hav¬
ing no other access to the street, the common law rule in force in this
state is that the owner of the interior land has a right of way out over
the other land to the highway. This occurred in 1832. The right of way
now in use does not precisely follow the line which this way of neces¬
sity would have followed, but it obviously was adopted in place of the
legal course, as being more convenient for the former owner, the person
at that time -owning the land now held by Mrs. Edison.

X could explain this matter much clearer to you, or to some
other. 'representative of Mr. Edison's, in person than can, be done by let¬
ter, as 1 have in my office a map showing the location of all of the pro¬
perties together, with abstracts or memoranda of the old deeds.

If you are to be in Newark again soon, I should like to make an
appointment with you, 6f if not, then have you refer the matter to some
one here to whom I can explain it fully.

Yours truly.

Hewark, IT. J. January sixth, 1910?

2080

Mr, E. H, Oarhart,

o/o Edison Portland Cement Co., Stewart BVille, JJ. J.

Dear Sir:

1 wrote you on December 23rd regarding a right of
■way over land of Mre. Edison's at Menlo Park, hut have not reoeived any
reply from yon. My letter to Mr. Miller regarding this was sent on
December 15.

She matter in question is relatively of slight importance, but
the delay is Desbmihg. somewhat serious to my clients.

If yon are not to be in this vicinity soon, can you not refer
this matter to some one with whom I can promptly take it up.

Hew ark, ]J. j. January 17th, 1910.

2080

Hr. E. H. Car hart,

c/o Edison Portland Cement Co. Stewarfsville, u.J.
Dear Sir:

Will yon endeavor to let me know at once
what Mr. Edison will do regarding the Cooper matter. The time
for closing title was adjourned until Friday of this week, Jan¬
uary 21st, and, if possible, 1 would like to dispose of it thor

Newark, II. J., January twentieth, 1910.

Mr. E.H. Carhart,

c/o Edison Portland Cement Co., Stewartsville, N.J.
Bear Sir:-

I enclose herewith re-drafted paper regarding the
right. of way at Menlo Park, having added a clause at the end, in accord¬
ance with your suggestioh. This paper has Been approved by the Fidelity
representing the proposed purchaser from the Coopers, except that the
Fidelity has been unable to locate the will of Mrs. Edison. If this
oonforms to the will, it .will be all right.

■ If y°u oan tell me the date and place where tho

i^JSfc^as 'probated, I will be obliged.

I trust the matter is now in satisfactory shape.

end.

M/J

CL^

Q- €dw«n-

TKe Edison Portland Cement Co.

Telegraph, Freight and Passenger Station, NEW VILLAGE, N. J. P«u

™‘V p. o. address. STEWARTSVILLE, N. J. lH

at.C°2mo°“oul'ld?nc
UnTon""i.'il'd“nUi|l‘""‘:
NnMomil Bank Q Mdl

Mr. Harry F. Miller,

Edison Laboratory,
Orange, N. J.

Lear Sir:-

January 28, 1910.

Some time ago a letter from Guild & Martin,
attorneys in Newark, to Mr. Edison with reference to an
agreement desired from Mr. Edison to Francis Hooper arid
brother to a right of way road across the Edison tract at
Menlo Park, was referred to me by you for attention. I J/jjy ^

have had various letters from the Newark lawyers and have ^ ®iQ
seen them two or three times and found out exactly what
was wanted. They have made out two or three sets of agree¬
ments, none of which contained the proper facts aB regards
Mr. Edison's position with reference to the estate of the
former MrB. Edison.

I have talked to Mr. Edison about it two or
three times and he is disposed to grant what they want, but
does not care to be bothered too much about it. He gave me
the impression the first time 1 talked with him that he was
the executor of his wife's estate, and after getting the last
agreement drawn mentioning him as executor, I Bhowdd it to him
for his signature, when he said he was not executor, but had
been appointed by the Court- administrator; alBO, as I remember,

that Mrs. Edison left no will. I reported the result to
Guild & Martin of my last interview with Mr. Edison, and
as they are very desirous of obtaining said agreement in
order that they may make sale of their property, title to
be guaranteed by the Fidelity Trust Co., I sent word to
the lawyers this morning that I thought if they would call
upon you and get the particulars, to wit, the names of the
children of the former Mrs. Edison, and a prpper paper made
out, that Mr. Edison would probably execute it.

I enclose you two letters from them to me
which explains the situation, also which Mr. Edison now
knows all about, also the agreement which is sent you only
for comparison as to the matter contained therein.

It occurred to me, that you being on the
ground and so near to Newark, you might be willing to fur¬
nish them with the names needed for the paper and any other
information necessary, is the reason why I have referred
them to you. As Mr. Edison is now entirely familiar with
what they want, if you think best, you might confer with
him about it .

Of course, Mr. Edison understands that he is
not obliged, unless they apply to the courts demanding the
same, to voluntarily give this agreement, but everything con¬
sidered, it would be better to do bo, particularly as Mr.

Wm. Carman, to whom he recently gave an option to purchase
the Menlo Park tract, makeB no objection tor tthe same. I

have seen Mr. Carman and talked the matter
He aaye it 1b entirely agreeable to him and
option to make any changes in that I might
After Mr. Edison decides what
and particularly if he does execute such an
you kindly so advise me, when I will return
the option.

Thanking you in advance.

over with him.

gave me the
think proper,
he careB to do
agreement, will
to Mr. Carman

Newark, N. J. February tenth, 1910.

..*,w ^ Hl

Mr. Harry F. Miller, -f

Edison laboratory. West Orange, N.J. -"IttA ^ MluUc

Dear Sir: ylt/ftW |

Since our telephone conference^ two wee^s^agb regarding I
the reference by Mr. Carhart to you of the matter of the right of way

at Menlo Park, I have taken this matter up with the Fidelity-Srunt-Oo-i-j - -■{

and the proposed purchaser of the Cooper tract, and they have finally 1

decided not to ask for the signatures of the children of Mary Edison
but will be satisfied with the execution of the paper by Mr. Edison

X novo, inerBiore,- re-written it in exactly the same wording aB
the copy which Mr. Carhart approved, .except that I have substituted the
word "Administrator" for "Executor", and have struck out the line re¬
citing the residence of Mary Edison, as late of. the township of West
Orange .

_ l_ataJ.old_that_Mc. — Ea±ofc«.-H»n-eono“aO‘tfth on a vacation. Will you

forward this paper to him and ask him to sign it on the third page
opposite the seal, and acknowledge St before a Notary Public; or if
that -is not convenient, have it witnessed by some person who expects
shortly to return to New Jersey', or New York, where the witness can tbbVp
an affidavit of its execution by Mr. EdiBon.

i: Attorney at Law of Hew Jersey,

Mode the /? ^ day of ,n the year of Our Lor,

One Thousand Nine Hundred &Ud Sixteen

ISctmccu THOMAS A. EDISON and MINA M. EDISON, hie wife, of the Town
of West Orange, in the County of Essex and State of Hew Jersey,

Vjr .

oJ (he Fjrst part

5litb MAHY E. CAHMAH, Wife of William- Carman, of the Township of
Raritan, in the County of Middlesex and Stat'e\of Hew Jersey,

^iUMtSUZgX ■- of the Second Par

iHitUCSSCtlj, That the said parly of the first part. In consideration of the sum Of One Dollar

and other good and valuable oonsideration <

lawful money of the Untied State, of America, to them W paid> by ,hc 5a,d pady gf ^

at or before the ensealing and delloery of these presents, the receipt whereof I, hereby acknowledged, ha V6 granted

at or before the ensealing and delloery of these presents, the receipt whereof t, hereby acknowledged, ha V6 granled,
bargained, sold, aliened, remised, released, conveyed and confirmed, and by these presents do grant, bargain,

sell, alien, remise, release, convey and confirm, unto the said party of the second part, and to her

heirs and assigns forever, JUl those OOrtain lots,

traefior parcel^ of land and premises, hereinafter particularly described,, situate, lying and being In the '
Township 0/ Raritan • inlhcCounlyo}

Udaiesex and State of Hew Jersey, known and distinguished as

iJmiusiye Block «i»

^potsj^hersjight Jo Fifteen (8 to is) both "inalusive'^^^v
as laid down on a certain map entitled "Map of the Menlo Hark"
Homestead Association on Hew Jersey Rail Road", filed in the office
of the Clerk of the County of Middlesex,

_0no to ^enty^ (l to20] loai lnolmije in Blook
"i^ oo^prlBirig the etitlre blook. bomidea ifortharly by Hlaaiosoi

•Aar> ^rsamam. ««»«.■ &. W*.

streets erf

laid down, onjaid map,

botfr-lnciusive

Easterly Jialfq^ •

• She premises herein described comprising $he premises ■
conveyed to the said Thomas A. Edison by the following Deeds s'

in icon® raa*e by Gf0?6!' Goo*y»M. trustee and wife, dated February
page^ll^* aDd r®°0rdea in Book 180 of daeds for Middldeex 'County ft

r»nWM6(f»a vyiitrriSJ De forest, dated November 29, 1881 and
recorded in Book 188 of deeds for said County at page 30}

mm n8?6 “ade,1)? Charlotte Christie ana husband, dated Deoember 3,
1881 and rooordod in Book 188 of deeds for Bald County at page

G£0:fg® Goodyear and wife, dated Deoember 13, 188l|
£fl?„2^22r?0di>inv.B?2n 1S8J,of doods for Baid County at page 36; ana ‘
recorded in Book 189 of deeds at page 624; *

.°“e “adf 5?.1 Joseph ff. Hussy, dated Deoember 14, 1881 and re¬
corded in Book 188 of deeds for said County at page 40;

°?a ?ade hy George Goodyear, dated December 14, 1881 and re¬
corded in Book 188 of deeds for said County at page 62;

.... °?e madB hy Hetty D. Gookin and others, dated Deoember 23

1881 ana recorded in Book 188 of deeds for saia County at page 339;

One made by 7/illiam Carman and wife, dated May 20 1882 and

recorded in Book 191 of deeds for said County at page 262;

^°?0<ma^0 ?y^or86 Goodyear and wife, dated Juno 10, 1882 ana
recorded in Book 191 oa. deeds for said County at page 228;

and also part of the premises conveyed to said Thomas A. Edison by
the following deeds:

iflVK J?20™nde-ibJ .^oyg® Goodyear, Trustee do., dated Deoember 29,
1876 and recorded in Book 167 of deeds for saia County at page 380;

nrifl CSaSleB Batchelor and wife, dated June 30, 1891

and recorded in Book 242 of deeds for said County at page 469,

remainders.

Issues and profits thereof.

- - ^ - : - - - property, possession, claim and

nand whatsoeocr, as Well in law as In equity, of said parly of the first part, of. In, or to the above described premises
d every part and parcel thereof, with the appurtenances, ©0 glUIC (Utb to JjOlb, all and singular the above
nttoned and described premises, together with the appurtenances, unto the said party of the second part, .

rs, and assigns forever, to the only proper use, benefit and behoof of the said party of the second part, 1*61
rs and assigns forever.

Sit JWitneSS JWjereof, the said party of the first pari haVe hereunto set
P the day and year first above written.

Signed, Sealed and Delivered )
in the presence of J

CH.r./VLM*^ ^ a £

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f tile State @f

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SEND GREETING :

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Wlicwof, we have caused the Seal of Office of the Surrogate’s Court of the
County of Jfew York to be hereunto affixed. Witness, DAHIEJ
Surrogate oftedd County, at,the City of New York, thcQ.
day . n, in the year of oi.

, DANIELS. HOLLINS, Esq,,/

'• e thousand

RICHARD W. KELLOW FILE
ENVELOPE #88

AGREEMENT, CORRESPONDENCE

re/ N J. & PENNA. CONCENTRATING WORKS
OPERATION OF PLANT -
ARTHUR J. LLOYD, SPURR IRON MINING CO. -
W. S. MALLORY
1897

IEGAL DOC'JIEHT FI IB

R.W.K.

Subject Mew Jersey & Pennsylvania Cone. Works

Date 1897

Parties Arthur J. Lloyd - Spurr Iron Mining Co.

W. S. Mallory - Edison Iron Cono. Oo.

Detail: -

Agreement, correspondence re H, J. & Penna, Cono. Works
operation of plant - also extension of time for payment
of taxes.

(1) (Pencil Copy)

Agreement - Between Arthur J. Lloyd (suooessor to
the Spurr Iron Mining Oo.j & ®ie Edison
Iron Concentrating Co.

Dated March 6, 1897.

(2) Correspondence

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New Jersey and Pennsylvania Concentrating Works.

GENERAL OFFICES:

Edison, Sussex Co., N. J.,Novsrnbor, 11,1397.

Copy

Mr A. H. Iiiyod,

115 Dearborn street,

Chicago, Ill*

Dear Sir 5-

I, had fully hoped to be in a position to write you before
this date, that iir plant was. in full operation, and hope to. be
able to do this in the near future..

We started

Crusher Plant and found that, the person-*

tage of l«i mesh and finer was only, about 40 whereas we had

expect ed it would be fully. 50 leaving the other 50- fS for, Mill
#1,, so after several days mining we de ided to screen the ore
after it Lad passed • the 24" rolls » sending baojt for re-cruehing
everything larger thart inch cubes, arid by doing this We wild be'
able to set over 50 : % of mesh in -the prushSP-Wlant * r -r • ; '

Yfe are now. hard at work making this- ohange ^nd Silly .
expect to start th,e dfusher Wlant up the first of -nexi

briSTter.,.. wo Started.it up. also,. and everything
Worked well except the. last plunger- on the new brisker maohines*
This plunger puts onrOO thousands pounds pressure and ae originally
designed, it was npt strong enough. Shd CbhSSSdeHtiy ,w,e WSS& most .

New Jersey and Pennsylvania Concentrating Works.

GENERAL OFFICES:
EDISON LABORATORY,
ORANGE, N. J.

Edison Office Telephone, 6 B Dover, N. J.
Oranoe " " 311 Orange.

Edison, Sussex Co., N. J.,

-3-

of them . The plunger has boon made rauoh heavier, ana the oas*,ing3
have been made of steel instead of iron, and we exp sot to gat
that plant started .again tha latter part of this week,

Y/hen we raade the arrangement -.5 with.. you last yeas* as to
the payment of tho back taxes on the " Spurr " property, we fully
expected to bs well under way before this,

V/e are still spending considerable money in construction
work, and do not want to pay up all the back taxes at present,
artl would appreciate it, if you would agree to extend the agreement
made with you last fall for one year, we agreeing, as a consider¬
ation for the extension of time, to pay the taxes for next year
(1398) as well as. those that are now baok, and to pay this year
the 1895 taxes to prevent the property from being -old. Will you
please send us the amount of 1895 taxes, so that we pay 3ond
check for same*

t?8Rg$ih& that you will make tha extension as requested*
and with kindest regard® 1 am

Yours very truly*

/.;y9

€k^aanAjJ

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[CA. APRIL 1899]

fet^y /jr V

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•'jCcc*-' ,

- ,v ‘

RICHARD W. KELLOW FILE
ENVELOPE #132

[DOCUMENTS RELATING TO OSGOOD S. WILEY]

[These items are possibly misfiled. Envelope label contains the notation:
"Agreement Henry Ford and Thomas A. Edison November 29, 1912."]

<&S£idr,/ftuu “(Oetjens,

-7 fYK>

Johnnie,-

In future allow Mrs. 0. s, Wile,
Twenty Dollars per week. You bad better credit V/:
end of each week or end of each month with the am
salary, and put against it these advances which ai
wife.

The arrangement with V/iley is, that lie shall

. X/ EDISON’S PHONOGRAPH CO„

Xf ®DISON f?OUSE “ B,” riOF^JPHUMBB^IjAND flVENUE,

LONDON,

18th June 1889.

A. 0. TATE, ESQ:

Orange. N.J

Bear Sir, 'J

I hope you will not consider* it presumption on my part
to write you a perfect stranger, and ask your opinion and advice on
a matter that affects me personally, but the matter is such a serious
one for me, that I doubt not you will appreciate my position and put
me in such a way that I may recover what I want.

As you will doubtless recognise, I am connected officially with
the Phonograph in London, and at present act as Secretary to the Co:
You will no doubt call to memory the circumstances connected with the
money advanced to Mr Osgood S. Wiley by Colonel Gouraud, and the
stoppage of the same by the order of Mr Edison., and that Mr tyiley in
the future would receive the money he required from Mr Dredge i.

Now I enclose the correspondence I had with Wiley, from which you will
gather that I advanced him certain sums of money, and the grounds on
which I gave him that money will be apparent to you from the correspond-
-ence. Wiley was here representing Mr Edison in what I considered a
most important invention, and it was simply that I did not like to
see Wiley pHHitasx in any pecuniary straits that I gave him an advance
I belived would be repaid shortly after. You may imagine my constema-
-tion when I heard that Wiley was recalled to America, and I immediate-
-ly wrote sox him, asking for the return of what I advanced him.

You will see copy of the letter he wrote me from America, and he has
since promised to remit me. I have written him repeatedly since, but

response

has come to my applications. I have Just learned from Mr Hamilton,
the circumstances connected with Mr Wiley's interview with Mr Edison,
so am beginning to fear there was some diplomacy in his putting me off
in case I wrote direct and that you would know the further extent of
his money transactions in London.

I advanced him altogether £25 as you will see from the correspond-
-ence, and the reason for my taking this great liberty is to ask if you
will be kind enough to favor me with your advice as to the best means
of my recovering the amount. The matter is purely a private one between
Mr Wiley and myself, and Colonel Gourarid knows nothing of the eircum-
-stances. I therefore hope you will riot consider me impertinent in ‘
asking your advice as to what I should do in the circumstances. I have
no fri%d in America to whom I could write for advice, and if I am not
putting you to too much trouble should feel much obliged if you will
send me a line saying what steps X should take in the matter, as I can
ill afford to lose the amount, §nd it has already cost me a lot af
anxiety and worry. I did not write before, simply relying on the promis
-os of Wiley, but these he has never kept, and I am forced to take this
alternative. I believe he had some interest in the Ore Milling business
and if so and you wil2 kindly represent the matter to Mr Edison, I have
no doubt that he will do all he could (when he is acquaint with all
the circumstances) to help me. If you should like to see the original
letters from Mr Wiley I could send them on to you. On second thought s
I send you on the letter he wrote me from N.J. so that you may see the
bona fides of mf letter*

With thanks in anticipation for anything you may do for me, and
a^Ln apologising for the liberty X take,

Believe tie,

Yours faithfully.

[ATTACHMENT]

COPY LETTERS from Mr Osgood So Wiley, to Mr G. Munro o

Friend Munro,

1 received a cable from Edison to-day to go ahead
on my Ore scheme, Mr Dredge has gone to Nice over Xmas and here I am
with less than £1 to got over, I dont understand it, and have so# writt
Edison. This business of being left almost penniless in a strange coun*
-try for want of business principles X cant understand. You kindly
loaned me £10 and on my account now is due me over £30. I have a small
diamond ring which is valued at £6. Could you trust me £5 on it until
I can settle this matter# I cannot go anywhere Xmas unless I have somej
money. You know what X represent, and can be assured I am no "beat".

It is only a careless force of circumstances# If so could I ask you
to send it to me at the Hote^jefore 3 p#m« and X will mail you an ordei
on Edison for the total amount# I was never placed in such a mean
position before and not knowing any one what rani do# In any event
regard this as confidential. I am certain the time wont bo very far
distant when I can serve you# j

Yours sincerely# .

(Signed) 0. S. Wiley.

26th December 1888#

Friend Munro, j

I may have to pay out £10 tomorrow in the City on !
account of belting pulleys etc for Ore Milling. Will you mail mo chequ
for £5 in case I dont I wont use it but return it # Saturday I shall

[ATTACHMENT]

2.

have my money from Dredge. I hope you had a merry Xmas. I did not and
felt very lonely. You can mail it to Hotel, or send it up by Vogel.
Will see you Friday or Saturday.

Yours truly.

(Signed) 0. S. Wiley.

7th January 1889.

My dear Munro,

Vogel called and I meant to see you yesterday. I’ve a
new arrangement now, and get my draft direct from New-York and expocte
one to-day but there seems to be no mail in. I am at work now getting
up my machinery, and I feel very uncomfortable in not being able to
keep my fX word with you. However I will see what I can do to-morrow
and write youo Regards to Hamilton.

Yours sincerely.

(Signed) 0. S. WILEY.

[ATTACHMENT]

I4th January 1889.

Dear- Munro,

Excuse my delay in not replying. I've been on the go daily
and mislaid your letter and only just found it to-day. My draft should
be here on I9th January sure. I am very sorry indeed to put you to so
rmoh trouble especially when you were so obliging.

Yours sincerely.

(Signed) 0. S. WILEY.

I5th Feb. 1889.

Dear Munro,

Yours rooeivod. I've just got out having boon aboa for
four days nth a savor, sola on M11 h,a, „ „n „on.

Yours truly/

(Signed) 0. S. WILEY.

My dear Munro,

I5th March 1889.

I received a cable from Edison to come home at onee
and only had money ebough to get here with. Please send me a statement j
of my account with/ you, and I will send part of it at once and clear
up the remainder right off. You need not worry. It will be all O.K.

I dont know where Edison will send me yet he had an accident and nearlj
lost the sight of his eyes so I have not seen him. He is getting bettei

[ATTACHMENT]

b4.

now and will soon be all O.K. I've just time to got this steamer so
good bye. Regards to all.

Yours sincerely.

(Signed) O.S. WILEY.

Orange. N. J.

[ATTACHMENT]

— 'JSfi

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[ATTACHMENT]

[ATTACHMENT]

THOMAS A. EDISON.

(Record Mo . // S’ 7 &/2,3.

'Receipt of-JUba.,. .

For . . G clwcin*

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THOS. A. EDISON, Dr.

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[ATTACHMENT]

THOMAS A. EDISON.

RICHARD W. KELLOW FILE
ENVELOPE #203

RELEASE

THEODORE PUSKAS to THOMAS A. EDISON

May 14, 1879 release
in connection with speaking telephone

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RICHARD W. KELLOW FILE
ENVELOPE #211

March 15. 1889

Justus B. Entz and Thomas A Edison

Royalty to be allowed Mr. Entz
for use of certain patents

A G I! K E j.j E K T made this /ff day or
'IMA', 1889, by and Ixstvoon JUSTUS B. EJTK , of Seller.-
a otady, State of Mew York , party of tho first part, ar.d
A. HMSOM, Of Omngo , State of Mow Jet-soy, party .
of tho second part,

WHEREAS Mr . Unto Juis wade certain inventions
relating to dynamo olootvic machir.os or ao-.ura , tho saan
bo ins not forth in tv/o certain applications for United
States Bettors Patent there for, one o ft ho said applica¬
tions 3 lav in?; boon Piled Do comber (i, 1888, 8. H. S9K , 83 7 ,
for improvements in a class of machines known as multipo¬
lar dynamo oloctric machines or motors, and tho other
having boor, filed January IK, 1889, 5 , I!. BOG, IMS, for
improvements in a class of me. chinos kn.ov.oi as unipolar
dynamo oloctric machines or motors; and

WHEREAS Mr, Entz Juts by written instruments of
assignment dated respectively January 3, 1889 and January

_ , 1889, assigned tlio said improvements and such lot,

tors Patent therefor as may bo granted upon said appli¬
cations, to Mr. Edison; and

WHEREAS Mr. Edison is willing to agree to pay
to Mr. 15ntr: a certain, royalty for using tho aforesaid
patents when granted, the same being fully set forth bo-
low in this agreement:

(1)

patent shall bo in the cliarfjo or such patent uolici
as Mr. Edison nay Tran tine to tine designate, whoso
chnrnos and foes, t,o;;otho v v.'ith all other expenses i
dental to the obtain inr or tJio said patents, shall b
borne and paid for entirely by Hr. Edison. .Mr. Entn
at any tine or tines hereafter execute such other an
further instruments in writ iiv; as Mr. Edison may ro q
to fully and effectually carry out the provisions an
tent of this ayiroomor.t , the expense thereof to be pa

THIRD, This instruaiont sliall bind and e
to the benefit of each of the parties hereto, and th
several heirs, executors and lo.f;al representatives.

IK WITNESS WHEREON the parties hereto liave
this instrument set their several 1 lands and seals on
day and year above named, at. the City of Mow York.

New York City, April 16th., 188 9

T. A, Edison Esq.,

Dear Sir:

Re Entz contract. Referring to Mr.

Tate's letter of the 11th. inst. with enclosures,! beg
t o say :

(1) The contract which you and Mr. Entz have
execut ed, dat ed March 15,1889, is not the contract which I
prepared, but is substantially a copy of it. I have com¬
pared the copy which I prepared with this contract which'
has been executed, and I find that they are substantially
alike. So that is all right.

{2) On the first page of the executed contract
at the end of the eighth line and the beginning of the
ninth line, from the bottom of that page, the word “Janu¬
ary" should b-e erased, and these words inserted, to wit, •

February 11th. The fact is that the two assignments
were executed on January 3rd. and February 11th., 1889.

At the bottom of page 2 of the said executed contract
of Marbli 15,1889 a single word has been omitted, to wit,

"paid". The executed copies of the contracts diouldbe
changed so as to read thus: no royalty shall be paid.

I have inserted that word in your original copy, and Mr.

Insull should see that Mr. Entz inserts it in his. It was
clearly a clerical omission.

(3) In the executed agreement the applica¬
tions are referred to as filed Dec. 6,1888,S.N. 292,837,
and Jan. 12,1889,S.B. 296,158. But in the said assignments
of Jan. 3 and Feb. 11, which Mr. Entz has executed passing
title to Mr. Edison^thc said applications are referred

to in a different manner, that is to say not by the dates
when they were filed nor by their serial numbers, but by ;
the dates when the specifications were executed. Thus
the said executed assignments refer to inventicais covered
by specifications executed Nov. 17,1888 and Jan. 2,1889.

In order to avoid mistake I have just obtained frcm Messrs-
Dyer & Seely in writing, such data as enables me to inform
you that ih e aforesaid descriptions in reality refer to
the same thing, to wit:

(2) The invention described in the spec-i-;
fication executed by Mr. Entz on Nov. 17, 1888, is the j
identical application which is al30 referred to as
having been filed on Dec. 6, 1888, S.N. 292,837.

(b) The invention described in the spec-!
ification executed by Mr. Entz on Jan. 2,^589-, is the j
identical application filed Jan. 12,1389, S.N. 296, j
158. ' ~ |

(4) Messrs. Dyer & Seely notified me to-day ;
that a patent has been i-ssued on the aforesaid application j j
filed on Jan. 12,1889, S.N. 296*158, the patent bearing daj^^uj*

. . ' ' - - v-**'-

April 2, 1889, and being numbered 400,838.

_ ,, (5) I will send a copy of this letter to Mr.

Insuli. I suggest that he give that ® py to Mr.Entz.for
him to attach it to his said agreement of Mar.15,1889.

As regards this letter itself,! will attach it to your
original copy of the said Entz agreement of Mar.15,1889
now in my possossion.before I return it to you herewith.

I suggest that Mr. Insuli also have Mr.Entz insert the
word "paid" at the end of page 2 of his copy of the said
contract. As regards the above mentioned dat e, erroneously
stated, at the 7th. line from the bottom of page one of the
said contract, it is hardly . necessary to change it. I
think that the explanation contained in this letter will
set that straight enough, especially when copies of this
letter are attached by both you and Mr. ihtz to the two
original copies of the said agreement.

(6) X return herewith the said original arreo-
ment of Mar. 15,1889, (with this letter attached thereto),
also the Entz assignment of Jan. 3,1889, also the Entz as¬
signment of Peb. 11, 1889, and Mr.Insull's letter to Mr.

Tate, dated Mar. 20,1889.

Very truly yours.

[ENCLOSURE]

[ENCLOSURE]

WHEREAS I , JUSTUS B. ENTZ, of Hew York, in the
County and State of Hew York, have invented a certain new
and useful Improvement in Dynamo Electric Machines for ’,\h ich
I am about to make application for Letters Patent of the
United States, and

y 1 II E R E A S Thomas Alva Edison, of Llewellyn Park,
Oraigc, How Jersey, is desirous of acquiring the entire in¬
terest in and to the said invention and in the Letters Pat¬
ent to be obtained therefor, j

NOW THEREFORE TO ALL V/IIOM IT MAY CONCERN, BE IT KNOWN
that for and in consideration of the 3um of one dollar to me
paid by the said Thomas Alva Edison, the receipt of which is
hereby acknowledged, I the said Justus B. Entz have sold,
assigned and transferred, and by these presents do sell, as¬
sign and transfer unto the said Thomas Alva Edison, his

waserj. or assigns, all my right, title and interest in and
to the said Improvement in Dynamo Electric Machines as fully
set forth and described in the specification executed by mo
the day _ ^ 1889 preparatory to making appli¬

cation for. Letters Patent for said improvement, end in and
to such' Letters Patent of the United States as may be grsnt-
• ed upon ’said’-applicat ion. , 1

And I hereby authorize and . requeVt the Commissioner of
Patents td<, issue sucirliidt' tors 'Patent:' unto the said Thomas
Alva Edison-as 'my -assifeiee. ac.$ oft j-nufj' cut/

[ENCLOSURE]

[ENCLOSURE]

WHEREAS, I, Justus B. Entz, of New York,
in the County and State of New York, have invented
a certain new and useful Improvement in Dynamo Elec¬
tric Machines, for which I am about to make applica¬
tion for Letters Patent of the United States, and

WHEREAS, Thomas Alva Edison, of Lle¬
wellyn Park, in the County of Essex, and State of
New Jersey, is desirous of acquiring the entire
interest in and to the said invention and in the
Letters Patent to be obtained therefor,.

NOW THEREFORE, to all whom it may concern, be
it known that for and in consideration of the sum o
One Dollar to me paid, by the said Thomas Alva
Edison, the receipt of which is hereby acknowledged
I, the said Justus B. Entz, have sold, assigned and
transferred, and by these presents do sell, assign
and transfer unto the said Thomas Alva Edison, his
heirs or assigns, all my right, ^ti tie and interest
in and to the said Improvement in Dynamo Electric-
Machines, as fully set
specification executed

1888, preparatory to maiding application for Letters
Su;;q ujjq 'i ' Ml#

Patent for said improvement, and in and to such

Letters Patent of the United States as may be

'granted^ upon said ''appliicati on1;' :

And I hereby authorize and request the Com-

,fra\bh and described in the
by- me floats'/ ’ day otfm

[ENCLOSURE]

missioner of Patents to issue such Letters Patent
unto the said Thomas Alva Rdison, as my assignee.

In Witness Whereof, I have hereunto set my
' (J)

hand and seal the II day of 1889.

[ENCLOSURE]

Your letter of April lGtli. addressed to Thomas
A. Edison, Esq., relative to the contract between Mr. Edison and
the writer, has been duly received.

I have read over the contract very carefully, and find it ex¬
actly as stated by you, except that the word "paid", at. the bottom
of page 2, was not omitted. The writer has changed the date "Jan¬
uary", to "Ee binary 11th". Your letter above referred to has
been attached Xfcs to the contract as sucecstcd.

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.

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.

FINANCIAL CONTRIBUTORS

PRIVATE FOUNDATIONS

The Alfred P. Sloan Foundation
Charles Edison Fund
The Hyde and Watson Foundation
Geraldine R. Dodge Foundation

PUBLIC FOUNDATIONS

National Science Foundation
National Endowment for the Humanities
National Historical Publications and
Records Commission

PRIVATE CORPORATIONS AND INDIVIDUALS

Alabama Power Company
Amerada Hess Corporation
Anonymous
AT&T

Atlantic Electric

Association of Edison Illuminating
Companies, Inc.

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
Corning Glass Works Foundation
Duke Power Company
Entergy Corporation (Middle South
Electric Systems)

Exxon Corporation
Florida Power & Light Company
General Electric Foundation
Gould Inc. Foundation
Gulf States Utilities Company
Idaho Power Company
International Brotherhood of Electrical
Workers

Iowa Power and Light Company

Mr. and Mrs. Stanley H. Katz
Matsushita Electric Industrial Co., Ltd.
McGraw-Edison Company
Minnesota Power
New Jersey Bell
New York State Electric & Gas
Corporation

North American Philips Corporation
Philadelphia Electric Company
Philips International B.V.

Public Service Electric and Gas
Company
RCA Corporation
Robert Bosch GmbH
Rochester Gas and Electric
Corporation

San Diego Gas & Electric
Savannah Electric and Power Company
Schering-Plough Foundation
Texas Utilities Company
Thomas & Betts Corporation
Thomson Grand Public
Transamerica Delaval Inc.
Westinghouse Educational Foundation
Wisconsin Public Service
Corporation

BOARD OF SPONSORS

Rutgers, The State University of
New Jersey

Francis L. Lawrence
Joseph J. Seneca
Richard F. Foley
Rudolph M. Bell

New Jersey Historical Commission
Howard L. Green

National Park Service
John Maounis
Maryanne Gerbauckas
Nancy Waters
George Tseios
Smithsonian Institution
Bernard Finn
Arthur P. Molelia

EDITORIAL ADVISORY BOARD

James Brittain, Georgia Institute of Technology
Alfred D. Chandler, Jr., Harvard Univeisity
Neil Harris, University of Chicago
Thomas Parke Hughes, University of Pennsylvania
Arthur Link, Princeton University
Nathan Reingold, Smithsonian Institution
Robert E. Schofield, Iowa State University

CORPORATE ASSOCIATES

William C. Hittinger (Chairman), RCA Corporation
Edward J. Bloustein, Rutgers, The State University of New Jersey •
Cees Bruynes, North American Philips Corporation
Paul J. Christiansen, Charles Edison Fund
Philip F. Dietz, Westinghouse Electric Corporation
Roland W. Schmitt, General Electric Corporation
Harold W. Sonn, Public Service Electric and Gas Company
Morris Tanenbaum, AT&T

THOMAS A. EDISON PAPERS

Reese V. Jenkins
Director and Editor

Thomas E. Jeffrey
Associate Director and Microfilm Editor

Robert A. Rosenberg
Managing Editor, Book Edition

Helen Endlck

Assistant Director for Administration

Associate Editor
Paul B. Israel

Research Associates
Theresa M. Collins
David W. Hutchings
Karen A. Detig

Assistant Editors
Keith A. Nler
Gregory Field
Lisa Gltclman
Martha J. King

Secretary

Grace Kurkowskl

Gregory Jankunls

Student Assistant
Bethany Jankunls

Cdtfcoru lapest*

A SELECTIVE MICROFILM EDITION

PART III
(1887-1898)

Thomas E. Jeffrey
Microfilm Editor

Gregory Field
Theresa M. Collins
David W. Hutchings
Lisa Gltclman
Leonard DcGraaf
Dennis D. Madden

Editors

Reese V. Jenkins
Director and Editor

Mary Ann Hellrigel
Paul B. Israel
Robert A. Rosenberg
Karen A. Detig
Gregory Jankunis
Douglas G. Tan-

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, Maryland
1993

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Compilation © 1993 University Publications of America
All rights reserved.