I sent you a Fedex today with four "items"
1) A license from Syracuse University to WebWisdom.com signed March 98
2) The quoted attachments to this license
3) The WebWisdom.com operating agreement signed (inter alia) by me
4) An opinion (in a different case) given to Syracuse University which
   they interpret as a "no-compete" stipulation for me for 3 years
   (independent of whether I change my status in WebWisdom.com.)
   A friend of mine brought to my attention a recent ruling in this regard
                                New York Law Journal
                                Volume 222, Number 87
                              Tuesday, November 2, 1999

                                   Court Decisions
                              Third Judicial Department
                            U.S. District Court: S.D.N.Y.

                                  Judge Pauley III

                       EARTHWEB, INC. V. SCHLACK QDS:02506118

So it is not clear at this stage there is an incredible conflict but the legal
situation is very unclear to me and certainly the trade-offs are now very different
from when these agreements were signed. Some Facts/Issues
1) All technologies of interest were produced by federal (and some state) funding
   of contracts/grants (totalling around $8M over 5 years) of which I was/am PI
2) I will move to Florida State in next 6 months. My colleagues in WebWisdom.com
   were students and staff at Syracuse University fully funded by grants in 1).
   They have chosen to stay at Syracuse as recently the chance of venture capital
   has improved. They represent in total around one third of research funded in NPAC.
   (NPAC is research group I head at Syracuse). Starting January 1, WebWisdom.com will get
   its first serious money and will bear around 50% of total relevant salaries.
   However this funding is for software consulting; not development of licensed technologies.
3) Note these colleagues are all Polish and form a close knit group and I
    would expect them to "vote together"
4) I hava an excellent international reputation as a computer science researcher.
   My colleagues (especially Podgorny) are quite good but not of that stature.
5) One concern I have is status of software and ideas produced after the signing of agreement
   There is a curious section 1.1.3 in Item 1) which is very broad or very narrow depending
   on whether you view "licensed technologies" as Software as of date of signing, "Concepts"
   or NPAC research projects. 
   It is not clear if I can work freely at Florida State or if I have serious restrictions
 6) For instance can I use the popular "open source" approach for new software produced
   at Florida State in the same general area "distance education" covered by license
 7) Should I resign as "managing partner" of WebWisdom.com to avoid explicit "no-compete"
   clause. Should I or could I keep my equity position?
 8) What is to stop other members of WebWisdom.com making changes to agreement making
   my equity position worthless?
 9) Section 9.1(c) of Item 3 needs to be interpreted or changed. This can be done in
   various ways that could harm me or not.
 10) Syracuse University naturally supports WebWisdom.com and its commercialization as
   this will lead to dollars and good publicity for them.
 11) I left because in saw Syracuse University as not supportive of my work and indeed
   at times encouraging me to leave.
 12) I had particular problems starting in August 99 when I felt that "my colleagues
   in WebWisdom.com" were paid 100% by grants of which I was PI but making choices that
   were in best interest of WebWisdom.com -- not the government research contract.
 13) I asked the University for help in this regard but they were not helpful.
   This accelerated my desire to leave and get out of this mess where I was responsible
   but had no authority.
 14) I don't think the explicit technologies as defined in Item 1) are commercially
   very promising at this stage. Some of newer software and especially ideas (which are largely
   my work) could be important.
 15) I believe goal of Marek Podgorny is to "make a quick buck" by selling company after
   it has some sort of Venture Capital or other start to establish value. This goal I think
   could be related to some possible long term medical difficulties he is rumored to have.
 16) Why did I make mistake of setting up company in this way? Well I was careless.
   Also I expected to find Venture capital much earlier and in lieu of this, I worked
   full time (80 hors a week, around one trip per week) to prolong federal funding
   My prolonged absence from campus on trips led both to loss of control by me and
   carelessness you will see in actions etc. described above.
  

Thank You!

Geoffrey Fox  gcf@npac.syr.edu,   http://www.npac.syr.edu
Director of NPAC and Professor of Physics and Computer Science
Phones Cell 3152546387  Office 3154432163 Npac 3154431723 Fax 3154434741