Restore, Inc. - Page 11

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               With respect to the first requirement of the all events                
          test, the accrual of an item of expense is improper where the               
          liability for such item is contingent upon the occurrence of a              
          future event.6  See Security Flour Mills Co. v. Commissioner, 321           
          U.S. 281 (1944); Brown v. Helvering, 291 U.S. 193, 200 (1934)               
          (except as otherwise specifically provided by statute, a                    
          liability does not accrue as long as it remains contingent);                
          Putoma Corp. v. Commissioner, supra at 739.                                 
               Paragraph 6 of the Marketing agreement requires petitioner             
          to "pay MMC a royalty fee of 10 (ten) percent of RESTORE's net              
          sales."  The agreement between petitioner and Matrix, as written,           
          does not reveal any contingency upon which the parties appear to            
          have conditioned petitioner's liability.  However, respondent               
          argues that it was Matrix's and petitioner's intention that the             
          payment of the royalties be contingent on reaching an unspecified           
          level of profits.                                                           
               On April 12 and 13, 1984, the shareholders of Matrix had               
          their first annual meeting.  The report of the shareholder                  
          meeting states:                                                             

               Although until that date [August 1985] MMC is                          
               expected to have earned over U.S. $2 million from                      
               RESTORE INC. in royalties, we have agreed to                           
               retain such royalties within RESTORE as                                

               6Respondent does not contend that the accrued royalties                
          could not be determined with reasonable accuracy.  Moreover, the            
          amounts accrued are ascertainable by the formula agreed to in the           
          Marketing agreement.                                                        




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