James R. Palmer and Linda D. Palmer - Page 16




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          nance’s accounts payable department for payment.  Instead, she              
          retained each of those invoices until Mr. Palmer directed Olin              
          Ordnance to pay each of them.  At the direction of Mr. Palmer,              
          Olin Ordnance paid each of his approved monthly invoices 0014 and           
          0015 on April 3, 1996, and January 9, 1997, respectively, when it           
          issued checks to him in the respective amounts of $19,427.00 and            
          $17,961.82.  The only reason Olin Ordnance did not pay Mr. Palmer           
          the amount that it owed to him with respect to each of his                  
          approved monthly invoices 0014 and 0015 within 30 days after Mr.            
          Harris first received each such invoice during 1995 was that Mr.            
          Palmer did not want Olin Ordnance to make any such payment to him           
          during that year.                                                           
               By its terms, the Marion plant/Palmer consulting agreement             
          terminated as of June 30, 1995.  However, Mr. Palmer continued to           
          provide consulting services to Olin Ordnance after June 30, 1995.           
          On July 17, 1995, and July 20, 1995, Olin Ordnance and Mr.                  
          Palmer, respectively, executed a document entitled “AMENDMENT 1”            
          that modified the terms of the Marion plant/Palmer consulting               
          agreement.  (We shall refer to AMENDMENT 1 as the July 1995                 
          amendment and to the Marion plant/Palmer consulting agreement as            
          modified by that amendment as the amended Marion plant/Palmer               
          consulting agreement.)  The July 1995 amendment provided:                   
               This is AMENDMENT 1 to the Consulting Agreement between                
               James R. Palmer and Olin Corporation, Ordnance Divi-                   
               sion, dated September 12, 1994.                                        






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