James R. Palmer and Linda D. Palmer - Page 27




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             January 31, 1997.  In addition, Olin agrees to pay                       
             Consultant the equivalent of 5% annual simple interest                   
             on any deferred payments.                                                
             On the record before us, we find that petitioners have failed            
        to establish that Mr. Palmer and Olin Ordnance orally modified the            
        Marion plant/Palmer consulting agreement as of September 12, 1994,            
        by agreeing to terms essentially the same as those appearing in               
        the July 1995 amendment.  In fact, the record, including Mr.                  
        Palmer’s own testimony, his March 22, 1995 memorandum to Mr.                  
        Harris and Mr. Picker, and his May 22, 1995 memorandum to Ms.                 
        Svarzkopf, establishes that Mr. Palmer and Olin Ordnance did not              
        agree to such an oral modification as of September 12, 1994.                  
             Mr. Palmer testified that he was having “continuing discus-              
        sions” in March 1995 with Mr. Picker and Mr. Harris about an                  
        agreement to defer income.  Mr. Palmer’s testimony shows that                 
        there was no modification, oral or written, of the Marion                     
        plant/Palmer consulting agreement in effect in March 1995, let                
        alone on September 12, 1994.                                                  
             Moreover, petitioners’ March 22, 1995 memorandum to Mr.                  
        Harris and Mr. Picker stated in pertinent part:                               
             This memo responds to your request that I identify the                   
             conditions under which I would agree to an extension of                  
             my present consulting contract thru January 1996. * * *                  
             I offer the following thoughts:                                          
                 *       *       *       *       *       *       *                    
             2.   In addition, I would have the right to postpone                     
                  receipt by me of payment for any monthly invoice to                 
                  a future date of my choosing, but in any case not                   





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