Stephen H. Glassley and Judith Glassley, et al. - Page 18

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               specific performance, but further payments due under                   
               the Notes may not be withheld.  No part of any sums                    
               paid by the Partnership to HJI shall be refundable for                 
               any reason, nor shall the Partnership be entitled to                   
               withhold payment to HJI * * *.                                         
               The R & D Agreement stated that the parties did not                    
          contemplate that the R & D Program would result in any inventions           
          or patents.  However, the agreement indicated further:                      
               It is contemplated that the R & D Program will result                  
               in discoveries, technology and other information which                 
               may or may not be proprietary.  In any case, either                    
               party to this Agreement may use any information,                       
               discovery or technology resulting from the R & D                       
               Program in any manner and for any purpose desired.                     
               The R & D Agreement also provided that it "is contemplated             
          by the parties that if the R & D Program produces successful                
          results, the small plantation will be converted into a commercial           
          jojoba farm and thereafter operated for profit by or on behalf of           
          * * * JDP" pursuant to certain option agreements entered into               
          simultaneously with the R & D Agreement.  The R & D Agreement               
          stated further that all property of any kind, real, personal, or            
          mixed, acquired by HJI in connection with the R & D Program would           
          be the property of HJI, and that JDP would have no interest in or           
          rights to such property arising from the R & D Agreement or                 
          otherwise.                                                                  
               The R & D Agreement stated also that HJI made no                       
          representation or guarantee of any kind with respect to the R & D           
          Program or the results thereof.  In addition, the R & D Agreement           
          provided that HJI had not agreed to conduct the R & D Program on            





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