Research Two Limited Partnership - Page 10




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          CemCom agreed to exercise its option to license the technology              
          being developed by Research I.  Consequently, on December 29,               
          1982, Mr. Townsend believed that CemCom had bound itself to make            
          substantial minimum royalty payments to Research I.                         
               Accordingly, as of December 29, 1982, it was not certain               
          that CemCom would exercise its option under the technology                  
          transfer agreement with Research II to license the new                      
          technology.  Additionally, the exercise of the option was                   
          unlikely, given the amount of minimum royalties that CemCom owed            
          under the Research I agreement.  Even if CemCom were to exercise            
          its option, CemCom would not be able to continue making the                 
          minimum royalty payments for any sustained period.                          
               During 1983 and 1984, research and development work was                
          performed by CemCom in creating and developing the new                      
          technology on behalf of Research II.  During that time, CemCom              
          provided Mr. Townsend with financial statements and progress                
          reports detailing CemCom's research and experimental projects               
          and activities.  The Research II limited partners were kept                 
          advised on CemCom's progress by a series of bulletins.  The                 
          research performed by CemCom during 1983 and 1984 resulted in               
          the creation and development of "Jetfix".                                   
               On July 31, 1984, CemCom's option to license the new                   
          technology pursuant to the technology transfer agreement lapsed.            
          On September 27, 1984, Research II and CemCom entered into a                






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