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          by petitioner.  Petitioner contends this fact is of particular              
          importance in this case.                                                    
               Contrary to the position of petitioner, we do not find that            
          the fact respondent chose not to assert deficiencies in the prior           
          examination is necessarily important, or that it indicates that             
          the IRS accepted the manner in which compensation was determined.           
          See Owensby & Kritikos, Inc. v. Commissioner, supra at 1329; cf.            
          Mayson Manufacturing Co. v. Commissioner, supra at 121                      
          (commission contract approved and accepted by the Commissioner              
          over a period of a number of years).  We note that Rogers was               
          paid total compensation of $928,883 in 1989, compared to                    
          $4,439,180 in 1990.  The dramatic increase raised the stakes                
          involved and thereby increased respondent's incentive to                    
          challenge the payments.   Owensby & Kritikos, Inc. v.                       
          Commissioner, supra at 1329 n.57.                                           
               The great disparity between the amounts paid to the                    
          nonshareholders and the sole shareholder--Rogers--and the fact              
          that Rogers' compensation plan was not the result of a                      
          longstanding arm's-length agreement point to the conclusion that            
          the compensation paid Rogers in 1990 was in part unreasonable.              
               9.  Amount of Compensation Paid to Rogers in Previous Years            
               We note at the outset that respondent concedes on brief that           
          the maximum reasonable compensation for Rogers in 1990 is                   
          $1,837,821.  Respondent arrived at this amount by calculating the           
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