Robert M. and Nancy I. Stewart - Page 7




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          the years at issue.  Mr. Stewart has not shown that he performed            
          those services as an employee or independent contractor of the              
          corporation.  Mr. Stewart was not paid by the corporation as an             
          employee, independent contractor, or executive in 1995 and 1996,            
          and it does not appear that the corporation ever compensated him            
          for the general management services he performed in 1995 and                
          1996.  There was no employment agreement between Mr. Stewart and            
          the corporation, and there are otherwise no records which show              
          Mr. Stewart provided the services in any capacity as an employee            
          of the corporation.  Also, there is no documentation showing the            
          number of hours that Mr. Stewart spent providing the management             
          services to the sole proprietorship.  There is no reasonable                
          basis to distinguish the services that Mr. Stewart provided                 
          generally to his sole proprietorship and those that he might have           
          performed through the corporation.  And, there is no reasonable             
          basis for us to find that the corporation or any of its employees           
          actually rendered services to the sole proprietorship in 1995 and           
          1996.                                                                       
               Petitioners point to the management fee agreement between              
          Mr. Stewart and the corporation.  The agreement does not specify            
          or otherwise describe the management services to be performed by            
          the corporation, and the “annual retainer” does not relate to any           
          services actually to be rendered by the corporation.  The                   
          agreement was not the product of arm’s-length negotiations.  The            






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