- 422 -                                         
          to engage, all of the surrounding facts and circumstances are                
          relevant to the inquiry into whether such entity has any                     
          realistic prospect of entering into a trade or business with                 
          respect to the technology under development.  The inquiry                    
          includes consideration of the intentions of the parties to the               
          contract for the performance of the research and development, the            
          amount of capitalization retained by the entity during the                   
          research and development contract period, the exercise of control            
          by the entity over the person or organization doing the research,            
          the existence of an option to acquire the technology developed by            
          the organization conducting the research and the likelihood of               
          its exercise, the business activities of the entity during the               
          period in question, and the experience of the investors in the               
          entity.  Absent a realistic prospect that the entity will enter a            
          trade or business with respect to the technology, the entity will            
          be treated as a passive investor, not eligible for deductions                
          under section 174.                                                           
               As indicated previously, in Estate of Cook v. Commissioner,             
          T.C. Memo. 1993-581, the Court dealt with, among other things,               
          the entitlement of another IRC shareholder (namely, George Cook)             
          to a deduction for IRC's claimed 1979 research and development               
          expense.  The Court rejected the taxpayers' contention that a                
          realistic prospect existed of IRC's entering into a trade or                 
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