Charlotte's Office Boutique, Inc. - Page 8

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          or 5 percent of the gross receipts for all office supplies sold             
          under the agreement.  Petitioner had resolved on February 15,               
          1996, to pay Ms. Odell for 1995 a royalty payment equal to 5                
          percent of gross receipts for the use of her existing Government            
          contracts and her experience in obtaining Government contracts.             
          Petitioner also had resolved to pay Ms. Odell a salary of $400              
          per month.                                                                  
               The employment agreement provided in relevant part:                    
                              EMPLOYMENT AGREEMENT                                    
                         *    *    *    *    *    *                                   
                    Charlotte’s Office Boutique, Inc. is engaged in                   
               the fulfillment of office supply orders; and                           
                    Charlotte Odell is experienced in office                          
               procedures,                                                            
                    In consideration of the promises and mutual                       
               covenants herein set forth, the parties agree as                       
               follows:                                                               
                    2.  Job Duties and Responsibilities                               
                    A.  Charlotte Odell agrees to perform general                     
               office duties for Charlotte’s Office Boutique.  Such                   
               duties include, but are not limited to, answering the                  
               telephone, ordering supplies, receiving orders,                        
               fulfilling orders, preparing bid documents, and                        
               recordkeeping.                                                         
                         3.  Payments                                                 
                    A.  As this is a start-up company with limited                    
               cash flow, Charlotte Odell will not receive                            
               compensation for her job performance for the period                    
               January 1, 1995 through July 31, 1996.                                 
                    B.  Commencing on August 1, 1996, Charlotte’s                     
               Office Boutique, Inc. agrees to pay Charlotte Odell                    





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