James R. Palmer and Linda D. Palmer - Page 4




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          transition of certain business from its Downey plant to its                 
          Marion plant and to monitor the other manufacturing and adminis-            
          trative functions at its Marion plant, which had been experienc-            
          ing certain operational difficulties.  Mr. Palmer was not inter-            
          ested in the overtures that Olin Ordnance made to him during the            
          summer of 1994 because he wanted to start practicing law in                 
          Redding, California.                                                        
               Olin Ordnance ultimately succeeded in persuading Mr. Palmer            
          to agree to act as a consultant at its Marion plant.  On Septem-            
          ber 12, 1994, Mr. Palmer and Olin Ordnance entered into an                  
          agreement entitled “OLIN CONSULTING AGREEMENT” (September 12,               
          1994 Olin/Palmer consulting agreement) which superseded as of               
          September 12, 1994, the May 2, 1994 Olin/Palmer consulting                  
          agreement.  Pursuant to the September 12, 1994 Olin/Palmer                  
          consulting agreement, Olin Ordnance retained Mr. Palmer as an               
          independent contractor to provide certain consulting services at            
          its Marion plant under the direction of R.R. Harris (Mr. Harris)            
          who was employed by Olin Ordnance at that plant.  That agreement,           
          as executed on September 12, 1994, provided that it was to                  
          continue for a period of up to nine months after September 12,              
          1994.  On September 15, 1994, the September 12, 1994 Olin/Palmer            
          consulting agreement was modified to provide that the term of               
          that agreement was to continue until March 31, 1995, and thereaf-           
          ter on a month-to-month basis for a period of three months,                 






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