- 20 -                                         
          Berberich intended to form another limited partnership that he              
          hoped would attract additional investors.                                   
               Whittaker and Berberich anticipated that any discoveries               
          resulting from research or experimentation activities on the                
          jojoba plants or from their domestication on the plantations                
          operated or managed by HJI or its affiliates (hereinafter                   
          collectively referred to as Hyder Jojoba plantations) would be              
          shared with other jojoba plantation operators so that marketable            
          supplies of jojoba seed would be available.  Whittaker recognized           
          that any information gathered about jojoba grown in one                     
          environment might have no relevance to jojoba grown in a                    
          different environment.                                                      
               c.  The Option and Joint Venture Agreement                             
               On December 31, 1981, Berberich, as general partner of JDP,            
          and Whittaker, as president of HJI, additionally  executed an               
          option and joint venture agreement.7  Under that agreement, HJI             
          was given an option, exercisable by notice to JDP not later than            
          September 15, 1986, to undertake the conversion of the small                
          plantation to a commercial farming operation if, not later than             
          August 1, 1986, the parties had agreed in writing that the R & D            
          Program had produced a strain of jojoba plant that they wished to           
          grow on a commercial basis.                                                 
          7    We use the term joint venture for convenience.  Such                   
          designation should not be taken as a determination of the legal             
          effect of the option and joint venture agreement or of the nature           
          of any farming operations undertaken pursuant to such agreement.            
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