EXHIBIT 1.2


Acacia Research Corporation made an oral agreement with Waterford Capital
Incorporated, a Texas corporation, as follows:

Acacia Research Corporation (the "Company "). The Company shall pay to Waterford
Capital Incorporated, a Texas corporation (the "Finder"), five percent (5%) of
the gross proceeds received by the Company from the sale of any equity of the
Company made on or before June 29, 2005, to any purchaser first introduced to
the Company by the Finder.