James R. Palmer and Linda D. Palmer - Page 17




                                       - 17 -                                         
               1. TERM:  Delete the first sentence of this paragraph                  
               in its entirety and insert the following in its place:                 
                    This Agreement will become effective as of the day                
                    set forth above and will continue until December                  
                    31, 1995, unless terminated sooner by mutual                      
                    agreement of the parties, or by the death of Con-                 
                    sultant, or by the manner hereinafter set out.                    
               5. CONSULTING FEES:  Delete this paragraph in its                      
               entirely and replace with the following:                               
                    During the term of this Agreement, Olin agrees to                 
                    pay to Consultant the sum of $3,000.00 per week,                  
                    with a maximum limitation of $201,000.00 as fees                  
                    for rendering Services.  Olin will reimburse Con-                 
                    sultant for the reasonable and necessary out-of-                  
                    pocket travel and living expenses which are actu-                 
                    ally incurred in the performance of Services.  In                 
                    addition, Olin agrees to reimburse additional                     
                    expenses as outlined in Exhibit D, Revision 1                     
                    dated 071195, which is attached hereto. * * * The                 
                    total fees, plus necessary out-of-pocket expenses,                
                    are not to exceed $315,000.00.                                    
               6. PAYMENT OF CONSULTING FEES:  Delete the last sen-                   
               tence of this paragraph in its entirety, and insert the                
               following in its place:                                                
                    Correct invoices submitted for payment to Mr.                     
                    R.R. Harris for approval shall be paid within                     
                    thirty (30) calendar days of the date of                          
                    receipt, or deferred to a mutually agreed                         
                    upon future date, but not later than January                      
                    31, 1997.  In addition, Olin agrees to pay                        
                    Consultant the equivalent of 5% annual simple                     
                    interest on any deferred payments.                                
               Exhibit D, Revision 1, dated July 11, 1995, which was                  
          incorporated as part of paragraph 5 of the July 1995 amendment              
          relating to “CONSULTING FEES” to be paid to Mr. Palmer, provided            
          in pertinent part:  “1.  Consultant will be reimbursed $1,700.00            
          per month for expenses on California home [Loomis residence].”              






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