Research Two Limited Partnership - Page 9




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          CemCom a 5-percent annual royalty on all gross revenues from the            
          sales or licensing of the new technology.                                   
               Before the formation of Research II during 1982, Mr.                   
          Townsend and Townsend & Co., Inc., were the general partners of             
          Research I limited partnership.  Research I was organized on                
          December 31, 1981, and was likewise engaged in research and                 
          development in the area of cementitious composites.  Research I             
          also engaged CemCom to provide the actual research and                      
          development services.  Pursuant to an agreement between Research            
          I and CemCom, CemCom was granted the option to license the                  
          technology it developed on behalf of Research I provided that it            
          paid Research I minimum royalty payments.  Deductions taken by              
          the various limited partners of Research I were the subject of              
          Harris v. Commissioner, T.C. Memo. 1990-80, affd. 16 F.3d 75                
          (5th Cir. 1994), affd. without published opinion sub nom.                   
          Travers v. Commissioner, 21 F.3d 424 (4th Cir. 1994), which                 
          denied Research I a deduction pursuant to section 174(a)(1) for             
          amounts paid to CemCom for research and development services.               
               During 1982, CemCom approached Mr. Townsend with a proposal            
          for a new research venture.  Mr. Townsend was reluctant to                  
          organize a second partnership absent assurance by CemCom that it            
          would exercise its option under its agreement with Research I.              
          On December 29, 1982, the same day as the formation of Research             
          II, CemCom and Research I entered into an agreement whereby                 






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