A Simple Modification

by Yisroel Goodman

"I wish I could have been there," Mark laughed, when Bill described the antics at AMI just before he left. "You see, in the end Vincent the Magnificent was right. Remember the day I got fired? I told Owen that Vincent said everything goes in cycles and the guy who's boss one day winds up being an underling the next and gets treated the way he treated his subordinates. Look what happened. Marv turned on Bruno, who took it out on Jean, who passed it down to Owen. Owen, who fired so many people, got fired. Jean, who took pleasure in degrading people, got demoted several levels. Bruno, who took away your career and your chance at a partnership, just had the same thing happen to him. And you, who a few months ago was unemployed, is suddenly on top of the world."

"Score one for Vincent."

"He also said that the best way to control your fate is to make sure you never get too rich. That's why I don't want the Orange Bank project."

"Why not, Mark? It couldn't be more perfect. AMI is totally out of the picture. It's just us and the client. Our schedules, our team and best of all, AMI's billing rates."

"Doesn't it strike you as odd that Orange Bank is taking the project away from AMI because they feel they'll be saving money going directly to Landmark and then they volunteer to pay Landmark at AMI's rates?"

"Simms explained that. First, they're saving the two hundred an hour that they were billed for Owen, Jean and Bruno's time, not to mention what they were billed for Marv Helsig. They're saving the wasted time for finding new employees and training them every time Owen throws a tantrum. They're getting schedules that will be accurate and a proven team."

"But they still could have tried to knock down the hourly rate."

"Simms explained that he was in a hurry to get the paperwork completed. The longer it took, the more time for someone on either side to get antsy. The deal had to be closed and all agreements, particularly those between Orange Bank and AMI, had to be in place before word leaked. So rather than get into a protracted negotiation with Landmark, he just took the agreement between Orange Bank and AMI and changed it to one between Orange Bank and Landmark. He deleted any mention of positions at Landmark above that of manager and made a notation that Landmark is taking over from AMI for the remainder of the project, subject to all the same conditions and terms."

"I know it sounds great, but as I told you before, this is just a bad project."

"When Owen was in charge, maybe. But in recent months it's been very good to us."

"What makes you think there aren't any Owens at Orange Bank? And maybe their Owen is just a little more clever than ours, so he can really get away with blaming Landmark."

"Mark, you're sounding paranoid. I haven't seen any evidence but that Orange Bank and all their employees who I've worked with, want to get the best system."

"And how will we manage both projects?"

"The same way we always have."

"But we only have one manager and two programmers."

"Four programmers. AMI fired Natalya and Monica and Landmark will hire them. I've already worked out their hourly rates and we'll be billing a bit over twice what we're paying."

"Bill, I hate to rain on your parade, but this is too much for me. I'm a simple programmer, I'm not a big-time planner like you."

"Then leave the planning to me. You must admit, it's worked well so far."

"Yes, it's worked too well. And that's what scares me. Bill, I have to say something important and I don't quite know how to begin."

"The best way is to just come out and say it."

"Look, Bill, I don't want you to take this personally."

"Mark, business is business. It isn't personal. Don't bother with the big introduction, just get it off your chest."

"Okay. For the past few years, you've made just about every major business decision in my life. I wanted to drop Orange Bank a long time ago. You kept insisting that it was the way to go."

"Was I wrong?" Bill interrupted. "We made tens of thousands on it and now we'll make even more."

"Bill, please let me finish. I am not saying that it was the wrong decision. I'm just saying that I felt that I had no part of it. You arranged everything and I was just swept away. Suddenly, I'm a partner in a firm that has two major accounts and five employees, including the principals. I'm a simple programmer. I'm not a manager and I'm not a boss and I'm not a business magnate. I just want to write my programs and get my paycheck."

"And you can continue to do so."

"But not as a partner in Landmark. You have grandiose plans to grow the firm and I'm happy with the way things are. Don't tell me not to worry about it. This partnership won't last. You know it won't work. Landmark is really your company and I'm just along for the ride."

"Landmark would be nowhere without you," Bill protested. "When I was still at AMI, you were doing all the work. Remember, ten percent management and ninety percent programming? Now I'm putting in my fair share."

"Your fair share? You got us the clients, planned the schedules, managed the accounts, hired the staff and what have I done? Some of the coding. Now it's you doing ninety percent and me doing ten percent. And this is not a temporary deal. This is how it's going to continue for the rest of the foreseeable future. And even if you pretend that you don't mind, sooner or later it's going to start eating away at you. The bottom line is, I was happier back when it was just the two of us."

"So what exactly do you want, Mark?"

"Can I convince you to turn down the Orange Bank project?"

"Not a chance, Mark."

"Then I want out of Landmark."

"You're just going to walk away and leave me high and dry?"

"I didn't say that I wouldn't work for Landmark. I'll continue to work at my hourly rate. I just don't want to be a partner. Buy me out. Work out a figure, I'm sure you'll be fair."

"This is all rather sudden."

"But you'll do it?"

"If that's what you really want."

"What I really want is you to walk away from Orange Bank. But if you won't do that, this is my second choice."

"Then I'll ask George to come up with a dollar value for your half. But what about the Orange Bank contract?"

"What about it?"

"They expect it to be signed tomorrow."

"Well, I can't sign it. Soon I'll no longer be a principal in Landmark and I won't put my name on a contract just as I'm selling out."

"So in the meantime, why don't we draw up a contract selling me your half of Landmark effective immediately, for a value to be determined by our accountant? That way, Debbie and I can sign the contract tonight."

"Don't you want to slow down and think about it?"

"I"ve already thought about it."

"Did you read the contract carefully?"

"Of course I did. It's a great contract. I couldn't have written a better one myself."

"Then I guess you'd better draw up the sales contract and I'll sign it," Mark said with a tone of surrender in his voice.

"You sound like you're being forced to tender your resignation," Bill remarked. "This was your idea, remember? If you're having second thoughts, you can still change your mind."

"I'm not the one who should be having second thoughts."

"Enough with the broken record. Let me call George, then I'll pick up Debbie so we can head over to his office and have this agreement notarized. Come on, Suzie, we're picking up Mommy and going out for dinner."

Suzie had been amusing herself by playing with Mark's magic paraphernalia. Now she jumped up and down in excitement. "Is Uncle Mark coming to?"

"Yes, Uncle Mark is coming. We're celebrating."

"I just hope there's something to celebrate," Mark said.

Debbie was working late as usual, but Bill convinced her to leave.

"Are you sure this is what you want to do?" Debbie asked on the way to her brother's office.

"This is what Mark wants to do," Bill said. "So our options are to either bail out of the Orange Bank project, which makes no sense from a business perspective, or fight each other for control of Landmark or buy him out. Faced with these choices, the last seems to be out best option."

"It seems hard to believe that you're breaking up a partnership that's existed practically since you were in high school."

"Mark and I will always be good friends," Bill insisted. "We're even going to continue working together. It's just that I will own Landmark and he'll just consult for me."

"But in a way you're still breaking a vital part of the relationship," Debbie insisted.

"You may be right. But this is what Mark wants."

"Are you certain that this is what you want?" George asked Mark once they were in his office. "Landmark is doing extremely well. My advice would be to hold on to your share."

"I don't want the headaches or the rewards of ownership," Mark answered, "just pay me my hourly rate and let me be responsible for my own work. That's all I need."

"If you're certain, I can start tabulating all the assets of the firm and come up with a value."

"No, I don't want a protracted negotiation here," Mark insisted. "Just take five or ten minutes and come up with a general figure. Be very conservative. As far as I'm concerned, Landmark was Bill's creation and I already got paid for my work, so anything I get now is just gravy."

"Then let's get down to valuation," George said. "In a nutshell, Landmark now has five consultants, including the two of you. Assuming they bill forty hours a week, that's two hundred hours a week. At one twenty five an hour, that's twenty five thousand dollars a week in billings. Multiply that by fifty weeks and you get one and a quarter million in billing. Now I know that these are just estimates. Bill will actually be billing one fifty an hour. There are actually fifty two weeks in a year and there's overtime. There's also vacations, sick days and down time. You may lose a client and you may get another one. So, if you want to be conservative, let's say Landmark will bill an even million this year. Now you've tried to work it out so that fifty percent of what you bill the client is paid to the consultant, so about half a mil will be paid out. Now there will be office expenses, taxes, travel, overhead. Let's assume another twenty five percent. That leaves a conservative profit of a quarter million. When you make an investment in a business of this size, you expect to recover it in about five years, so you generally expect to pay five times earnings. That means that if Landmark expects a quarter million profit for the year, its value is about five times that or one and a quarter million. Now Landmark may be a little unique in that its product is not something tangible but instead is a service which relies heavily on its people. If Mark left Landmark, you might lose one or both of your clients. Then again, you might not and you might pick up new ones in the meantime. So let's only go with four times earnings just to be conservative and say that Landmark is worth a million dollars and Mark's share is worth half a million. How do you propose to buy him out?"

"I have over a hundred thousand invested," Bill said, "the money I got from AMI when I was fired and other accounts I opened myself.."

"You'll be paying a penalty for cashing them in early," George warned.

"I believe I'll be making a whole lot more as full owner of Landmark."

"So that's one hundred thousand. What about the rest?"

"We bought our house for one eighty and paid down about half. It's currently worth over three hundred. I can get another hundred fifty on a second mortgage."

"Bill, I don't want you to risk your house," Mark protested.

"I don't consider it a risk."

"Ok, if that's what you want to do, go ahead," Mark said, "but on one condition. If anything goes wrong with Landmark, you get your money back."

"That's ridiculous!" Bill laughed. "First, I don't expect anything to go wrong with Landmark. Second, if you're guaranteeing us our money back, then you're assuming risk in Landmark. So why don't you just keep your half?"

"That's my condition. Take it or leave it."

"Of course, I'll take it," Bill said, "on the condition that you can come back as a partner any time you want for the same amount you'll have received."

"So there's half the money," George said, "where's the rest coming from?"

"How about Bill pays me out of Landmark's profits?" Mark asked.

"You're obviously no businessman," George told him. "You're selling him your half of the company in return for company profits? As long as it's your company, those profits already belong to you. He'd be paying you with your money."

"Then how about Bill pays me out of the money he'll be getting paid from Landmark."

"That makes a little more sense, but not much. He'll be paying you in the future for a company that he'll own now. It seems to me that after he gives you the first two fifty, he'll own seventy five percent of Landmark and you'll still own twenty five percent until he pays you the rest."

"No, I want to be completely out of it," Mark insisted. "Let Bill agree to pay me five thousand a week for the next fifty weeks. He can take the money out of Landmark. If my calculations are correct, Landmark will owe Bill five thousand a week for his work, so it's his money that's paying it."

"But what will Bill live on?"

"Landmark can advance him on his salary. He'll repay Landmark at the end of the year out of the profits. He can take a few years if necessary. It's his company."

"I can make it work," George said, "but I have to tell you, I've never seen a deal arranged quite this way before."

"Just draw it up, please," Mark said, "I want to go back to being a simple programmer."

"Mark, you'll never be a simple programmer," Bill told him smiling, "but have it your way."

"Bill, can I talk to you for a minute?" Debbie asked.

"Use my partner's office," George said, "he's gone for the day."

"Are you sure we can afford to do this?" Debbie asked, when they were alone.

"You heard George," Bill told her, "even a conservative estimate has Landmark bringing in a quarter million a year in profit. That's in addition to my five thousand a week. So Mark is essentially getting paid with Landmark's profits, my five thousand will go a long way toward paying off the second mortgage and rebuilding our nest egg. Your salary will more than cover the basics."

"You can't blame me for being nervous. This is a big step."

"Then let's look at the worst case scenario. What if we lose a client. So I can't pay Mark his five thousand a week. What's he going to do, sue us? He even offered to give us back the money from our second mortgage. He'll either extend the debt or take back his twenty five percent of Landmark."

"What if we lose both clients?"

"That possibility is next to non-existent."

"But what if it happens?"

"Honey, you can't plan for every possibility and worst case. Sometimes you just have to take a risk. Everything we did with Landmark was a risk and look how it turned out."

"Okay, honey. I'll just have faith that you know what you're doing."

They returned to George's office, where they signed the papers he prepared.

"I can't help but feel a little nervous," Debbie said. "We're suddenly almost half a million in debt. So Mark, how does it feel to be halfway to a millionaire?"

"Why don't you think about how it feels to be a millionaire?" Bill asked her, "after all, we now own a company worth a million dollars. Any ideas on where we should celebrate?"

"I know just the place," Mark announced, and the group set out.

He took them to a mall on the outskirts of town. Bill had passed the mall before, but had never stopped there. It was a bit farther than the main mall in town and considerably smaller. Sandwiched between the shops, Mark led them to what first appeared to be an office with tinted windows. As they approached, Bill saw half-hidden behind the tinted glass a hand-lettered sign reading "Vincent's."

"Not another one?" Bill asked, "how many are there?"

"Nationwide there are quite a few," Mark answered, "and even internationally."

"How come no one's ever heard of this chain? I've certainly never seen any advertising. And just the way they hide them in out-of-the-way places, it's like they don't want anyone to know about them. It doesn't look like a restaurant and even the sign is almost invisible."

"But still people find them," Mark said.

"But wouldn't they do much better with a better location, more advertising and a bigger sign?"

"If the goal was to get more customers and increased profits, you'd probably be right. Now enough with the questions and just enjoy the evening."

As they entered, the maitre d' greeted Mark warmly. He led them into the main dining room, to a table at the front and center by the stage. They were not given menus. Instead, a waiter brought a tray loaded with several different dishes and simply placed them in the center of the table.

"Tonight we're going to sample new and exotic things," Mark told them, "just pass the plates around and take a bit of everything. It's all delicious."

Indeed it was. Each item had its own unique and exciting taste. As Bill tried each morsel, he decided that he wanted more of it until he savored the next dish.

"This stuff is fantastic!" Debbie raved, "what is it?"

"It's different each time," Mark told them. "Don't ask too many questions. Just enjoy it."

"They didn't even bring us a menu," Debbie pointed out. "We don't know what this is or what it costs."

"Don't worry about it," Mark said, "I got it covered."

"That's not fair, we invited you!"

"You're always inviting me. How many dinners have I had at your house? It's time I paid you back."

"But it was our celebration!"

"No, it was my celebration. I'm the one who just sold my share of Landmark for half a million bucks. And as far as I'm concerned, that's half a million that Bill handed me with no effort on my part. Anyway, don't worry about it. This meal is on the house."

"On the house? Why?"

"You might say I work for my supper."

On that note, the lights in the restaurant dimmed. A spotlight came on, brightening the empty stage. The maitre d' walked over to the microphone and announced, "Ladies and gentleman, we have a special treat for you tonight. Vincent's is proud to present an amazing prestidigitator who studied under the great Vincent himself, Mark the Magnificent!"

As the applause began, a shimmering form began to appear on the stage like a Star Trek character beaming down. The figure solidified and a mysterious figure stood on the stage, dressed entirely in black, wreathed in a black cape. Despite the spotlight, his face seemed to be hidden by shadows.

"Is that our Mark?" Debbie asked, for Mark Curria was no longer at their table.

"How could it be?" Bill responded, "only a second ago he was sitting at this table dressed in his casual clothes."

But the man on stage was the same height and weight as their friend and the voice, though somewhat different, still carried the familiar inflections of the man they knew. Bill was transfixed by the sight of his friend revealing a side he had never seen before. He had seen Mark perform his amateur magician routine before. But never had he seen Mark as a professional. The calm, collected man on the stage who moved gracefully and didn't waste a motion, was not the same frenetic friend that he knew, with his ungainly walk and his clumsy way of moving that made it appear that he was about to knock something over.

Any thought that Mark was just a gifted amateur was laid to rest as Mark performed illusions that Bill couldn't even begin to explain. He filled a glass pitcher with stones and asked for a volunteer to lift it. The man strained and struggled to raise it. Then Mark touched it with a finger and it rose easily into the air. He took drink orders from the audience, poured them into glasses without touching the bottles and then had the glasses move through the air and land gently on the tables without spilling a drop. He turned napkins into doves which he released into the air. They flew to the customer's tables and seemed to turn into cream puffs and dishes of vanilla ice cream. His dexterity was amazing and his patter flawless. The applause was deafening as he bid his audience goodnight and faded away in a reversal of his original appearance. As Bill and Debbie joined in the applause, they suddenly became aware that Mark was back at their table, dressed in his casual clothes.

"How on earth did you do that?" Debbie asked him.

"Do what?"

"That stuff on the stage?"

"You think that was me?"

"Come on, Mark. You disappeared just when the show started and reappeared after it was over."

"Would you believe that I was in the men's room?"

"No way," Bill declared. "I know you. There's no way you would walk out on a magic show."

"Okay, it was me," Mark admitted, "it's how I earn my supper. The owner is a magician and usually he does the show, but if he can get a guest magician, he trades a performance for a meal."

"I've never seen you put on a show quite like that."

"I've been practicing."

"I'll say. And what's this about you studying under the great Vincent?"

"Just a little show business hype."

"What if Vincent doesn't appreciate it."

"Then let him show up and tell me in person."

"Well, thanks for a great evening," Debbie interrupted, "but it's getting late and Suzie has to go to bed."

"Let's say goodnight to our host and then we can leave." Mark introduced them to a tall, dark-haired man with piercing black eyes. "This is the owner of Vincent's, and a magician in his own right, Vinnie Merlina."

"You have a great place here, Mr. Merlina," Bill told him, shaking his hand.

"The food is wonderful," Debbie gushed, "we'll be sure to tell our friends."

"I thank you for the kind words." the restaurateur said, "I guess Mark didn't tell you, but this place is sort of like a private club. We only want a select group of people here. People who appreciate fine food, good service and especially magic."

"What Vinnie is trying to say," Mark elaborated, "is that he appreciates your offer, but he really doesn't want any advertising. He's happy with the clientele he already has."

"Are we allowed to come back?" Debbie asked.

"Certainly," Mr. Merlina answered, "if you bring Mark." He said it with a smile, but Bill believed that he really meant it.

Later that night, Bill found himself keyed up with excitement, thinking about all the events that had occurred in that one day. As he finally drifted off to sleep, he began to wonder if what he had seen in the restaurant had really happened or if he had imagined it.

The next morning, Bill called Albert Simms at Orange Bank to tell him about the latest management change in Landmark.

"I think we should have a meeting," Simms said, "you and your wife, as current owners of Landmark and Mark Curria, as the former owner and the lead programmer. We need some assurances about how Landmark intends to proceed and whether Mr. Curria plans to continue with the firm. What do you say we meet for dinner somewhere? It will keep the meeting somewhat more relaxed and also out of earshot of eavesdroppers."

"Mike Lotti still around?"

"Michael has been moved to a different department," Simms replied, "it's a considerable demotion for him. Still, he was completely underqualified for the position he had held and in view of his actions, which in my opinion amount to a disloyalty to Orange Bank, he's fortunate that he wasn't discharged altogether. But he was not our only employee with large ears and an equally oversized mouth. So dinner it is then?"

"Sounds good to me," Bill said, "and I think I can suggest the perfect place. How many people will you be bringing?"

"Myself and two others. Naturally, Orange Bank will pick up the check."

"Let me check it with Debbie and Mark."

Debbie arranged to leave work with sufficient time to accompany Bill to the city. Mark agreed to come along and to arrange for a table at the downtown Vincent's.

"This is a business dinner," Bill reminded him, "no magic tricks."

"I don't need to earn my supper tonight," Mark responded, "Orange Bank is paying."

This accomplished, Bill then arranged to liquidate his investments, including the money AMI had turned over to him when he had been fired. After penalties due to early withdrawal, he was able to transfer just short of a hundred thousand dollars into his checking account. His next task was to apply for a second mortgage in order to raise the hundred and fifty thousand dollar balance he needed in order to pay Mark the first quarter million promised. There he ran into problems.

"You have to understand, Mr. Landey," the loan officer explained, "when we originally offered you the mortgage, your home was appraised at slightly over two hundred and you were asking for one twenty. That we could do."

"But now my home is appraised at over three hundred and I'm only asking for one fifty."

"Which, in addition to your current mortgage, would bring the total lien against your house to two hundred forty. That's a little higher than we're prepared to go. Your situation has also changed. When you took out your original loan, you had a steady job at Arthur Mitchell. Now you're an independent consultant. We have to weigh the possibility that your income won't meet your optimistic expectations."

"That's ironic considering that I lost my job at AMI and it was my company that has kept me financially secure. Doesn't my track record count for anything? I currently have two large clients, Wolf Media and Orange Bank. I've worked for both for several years, so it's not like they'll be displeased with my performance. And they've each awarded me a contract worth millions over the next few years."

"I appreciate your situation but you have to appreciate ours. We loan money based on proven ability to repay and backed by tangible assets. What you're asking us to do is increase your loan to almost a quarter of a million dollars with which you are buying a company that has no tangible assets and has most of its income pledged toward purchasing the remaining outstanding shares. Your house is currently worth three hundred thousand, but are we guaranteed to recover if we have to take it over? The deal you're proposing is better suited to a business bank. Why don't you find investors to raise the balance?"

"Because then I would be taking on partners who might have different ideas about how to run the business."

"As long as you retained fifty one percent of the stock, you'd still be in control."

"I understand all that. It's just that up until now I had a partner who was willing to put in the hours and the hard work. What if I end up with partners who'll just sit back and expect to collect their thirty percent without putting in any effort? My partner and I grew this company from a part-time business in our apartment to a firm with five employees and over a million a year in billing. Right now it's taking off and anyone who gets in at this point will be along for a thrilling ride right to the top. The only people who deserve it are my partner and me, because we did all the groundwork. I don't want to bring in strangers."

"That's all very understandable, but you don't seem to have much choice."

"I'm going to keep looking," Bill said emphatically.

"Good luck," the loan officer said, in a tone which indicated that he didn't really believe Bill would be successful.

By the end of the day, Bill was inclined to agree. He had called every bank, mortgage broker and lending institution he could think of. None had been excited about underwriting such a loan. The few that had agreed wanted exorbitant rates that bordered on the usurious. Finally it was time for Bill to pick up Debbie and Mark for their dinner appointment. On the way into the city, Bill informed them of his unsuccessful day.

"I told you that I'm not in any hurry for the money," Mark said.

"Then like it or not, you're along for the ride," Bill told him, "as long as I haven't paid you, you're still an owner of Landmark."

"Then you'd better rethink your whole strategy tonight," Mark said. "I told you emphatically that I want no part of Orange Bank. So you either buy me out completely or turn them down."

"Just give me some time to raise the money."

"I don't care about the money. Make it a long-term loan."

"That's what we're doing. But from a business standpoint, that loan is secured by your share of Landmark. In other words, as long as the loan hasn't been paid, you still own a piece of Landmark. And when the value increases, you can change your mind about the sale."

"But that's not what I want!" Mark protested, "I want to divest myself of all ownership immediately and irrevocably."

"Then we may have a problem."

"Then I'm afraid you'll have to reject Orange Bank's offer."

"Come on, Mark, don't be so stubborn!"

"I'm being stubborn? You're the one who's making decisions that affect my life! I've made my position clear. All I want is to have no obligation to Orange Bank, other than to write whatever programs Landmark asks me to code for them. You can either agree with me and drop them as clients or disagree and take them on your own. I'm willing to make any deal you want except one that keeps me a partner in Landmark while Orange Bank is our client."

"Okay, we're here," Bill announced as he pulled up at the closest available parking space to Orange Bank.

The receptionist called up to Albert Simms' office and a few minutes later, Simms and another man he introduced as Walter French, joined them in the lobby. French was Michael Lotti's replacement. Bill introduced Debbie and Mark.

"The place isn't far, we can walk," Mark said.

He led them through the narrow streets near the water and down the staircase to the basement of the apartment building that housed that almost invisible Vincent's. When Mark gave his name to the maitre d', they were led immediately to a small private room.

"This is some elegant place," Simms remarked, "I wonder why I haven't heard of it."

"It's kind of a strange place," Bill told him, "they don't advertise. You can only get in by invitation from a member. And you can't apply for membership, they decide who they accept."

"How did you get accepted?"

"I didn't. Mark here is a member. He and the owner share a passion for magic."

"I hope the food is as good as the atmosphere," Simms remarked.

"Don't worry. The food's out of this world."

"What nationality?"

"All of them, I think. Don't look for menus, because you won't find any. They'll bring in their house specialities and you'll sample everything until you decide what you like best. But I warn you, it will be a tough decision."

Just as Bill finished speaking, waiters entered bearing trays of food and pitchers of drink. The serving dishes and tureens were placed on the table and the servants departed without a word.

"That's it," Mark announced, "they're going to leave us alone until we're finished."

"This is a little unusual," Simms said.

"Just try the food," Bill told him. "Taste anything."

Simms and French began sampling and raved over each savory dish. Bill and Debbie were slightly less effusive in their praise, having had the same experience just recently. When everyone had chosen what they wanted, Simms leaned back and announced that it was time for business.

"So, is the contract acceptable?"

"Absolutely," Bill answered, "I can see no reason why Orange Bank and Landmark shouldn't share a long and mutually beneficial relationship."

"I'm glad you agree," Simms said, "but I want to hear from the principals of Landmark, Mr. Curria and Mrs. Landey."

"That is about to change," Bill told him, "I'm arranging to buy Mark's half."

"Does that mean that Mark will no longer be working for Landmark?"

"I fully intend to continue working for Landmark," Mark responded, "but only as a contractor, not as a partner."

"May I ask why?"

"I feel that Landmark is growing too rapidly," Mark answered, "I prefer to keep things small and simple, rather than let them expand beyond my control."

"Do you feel that Landmark can't control its growth?"

"That's not what I'm saying. Bill has an excellent handle on it."

"Mr. Simms, Albert," Bill cut in, "For the past few years, Landmark has had only two ongoing projects, Orange Bank and WIND Radio. Now we still have only two ongoing projects, Orange Bank and Wolf Media, since Wolf has acquired WIND. Because we are working directly for Orange Bank and because Wolf is bigger than WIND, the projects are bigger in scope. I don't see that as a problem, I see it as a challenge. I have therefore hired three additional programmers, people who have proven themselves on the Orange Bank project. I feel we are in complete control."

"Then what are your reservations, Mark?" Simms asked.

"It's purely personal. I never wanted to be more than just a programmer. I don't want to be the next Bill Gates or even the next Bill Landey. I want to work for a few hours, get paid for them and then feel free to use the rest of my time in any way I choose. I don't want to be fielding phone calls from clients at all hours, running in to emergency meetings, dealing with employees. AMI had the good sense to realize that I'm not management material. I want to divest myself of any stake in Landmark so that I can concentrate on what I do best."

"So my next question is, then who has authority to sign the contract?"

"I have the authority to sign," Bill said.

"Do you represent a majority of Landmark?"

"Fifty percent."

"We'll need Mark's signature."

"I'm not signing anything," Mark stated, "I'm against accepting this project for personal reasons. If Bill wants this project, he'll have to buy me out."

"As I said, I'm arranging to do just that," Bill told them. "But I'm short a hundred and fifty thousand. I expected to take out a second mortgage on my house, but banks won't loan me the money because I'm self-employed and Landmark has no guaranteed value."

"Then why didn't you come to me?" Simms asked. "Did you forget that we're a bank?"

"I think of you more like a commercial bank."

"And you're looking for a commercial loan. Don't worry about it. Sign the contract and tomorrow we'll arrange for your loan. It's that simple."

As Simms had predicted, it was that simple. The next day, Simms introduced Bill to the Vice President of the Commercial Loans department. He arranged the loan to Bill at nine percent interest, backed by a second mortgage on Bill's home and forty nine percent of Landmark's stock.

"Does this mean that Orange Bank is now your client and your business partner?" Debbie asked.

"Not exactly. They have no voting power, since I control the majority of the stock. And the forty nine percent they hold is only collateral to the loan. Once I pay it off, I get the stock back. If Landmark's value goes up, they don't share in it."

"I used to think that I had a head for business, but frankly, I'm confused," Debbie said. "We now owe Orange Bank a hundred and fifty thousand dollars, which will be close to double that when we finish paying it off. We have almost no money put away because our investments went to pay Mark. We still owe Mark another quarter of a million dollars, which you expect to pay this year while we're paying everyone else, including four employees. I'm beginning to wonder what we're getting out of it."

"Honey, you saw the numbers George worked up. Over and above the quarter million I expect to be paid this year, Landmark should generate another quarter million in profits. With the first quarter million, we pay off our debt to the bank. With the second quarter million we pay off Mark for the rest of Landmark. By next year, we'll be looking at a half million going straight to us with no one to pay."

"What if something goes wrong?"

"You mean if it takes us twice as long to pay it back? You know Mark will wait. And the bank would rather have the money than our house. Trust me, honey, so far everything's gone exactly as I planned it."

As if Bill had written the script, things could not have proceeded more perfectly. Bill's team of programmers worked at the offices prepared for them at Orange Bank, with Bill and Mark coming in on alternate days to direct them. The remainder of the time was spent at Wolf Media designing their system. The Wolf system demanded less from them because Wolf had assigned their own team of programmers to actually produce the code. Landmark was providing the management, analysis and design.

Each month both clients were invoiced and each month a large check was deposited into Landmark's bank account. Then Bill sat down and wrote the disbursement checks for Landmark's outstanding bills. There was the local phone bill, the long distance and the travel expenses. Next came the payments to his staff, including Mark. Then he wrote another large check to Mark for the balance still due on the stock sale. Finally, he made out the check to Orange Bank for repayment of the loan. When he was finished, both his personal account balance and Landmark's seemed dangerously low. But then Debbie's paycheck would arrive and just cover the mortgage, car expenses, food, utilities and Suzie's school tuition. The Landeys realized that they would have to cut back on luxuries.

"It's only for a year," Bill promised, when he broke it to Suzie that they would not be vacationing in Florida this winter. "Next year we'll go somewhere twice as good."

Slowly, Bill's control on the situation began to slip. Monica began to question why she was being paid so much less than the other coders. Bill raised her to forty five an hour, making her promise to keep it quiet. But in a small group that spent hours a day together, it was bound to get out. When Natalya learned that she and Monica were now being paid equally, she demanded a raise as well, arguing that she had more experience than Monica and had been on the project longer. Bill agreed with her logic. But when her salary was raised, Alex began asking when it would be his turn, so now Landmark was paying out thirty five dollars more an hour, which translated to fourteen hundred dollars more per week or six thousand dollars more per month. Bill was able to offset most of this by charging the client for a greater percentage of the programmers' time. Whereas before he was charging the bank for only half of Monica's hours and three quarters of Natalya's, now he began billing for three quarters of Monica's and all of Natalya's time.

It was important at times for both Mark and Bill to attend the same project meeting. This meant that they would both go to one client. The other client would then feel shortchanged. Bill decided that he would go to Orange Bank early each morning and leave on time to arrive at Wolf Media with a few hours remaining to get some productive work accomplished. But now he felt that he was burning the candle at both ends, starting work early and staying late. He didn't even get the financial benefit of his long hours, a good part of his time was spent on commuting from his home to Orange Bank, from Orange Bank to Wolf Media and from Wolf Media home. Because he or Mark could be called to a client at any moment, they couldn't rely on the trains, but took their cars everywhere. The cost of parking in the city, gasoline and bridge tolls added up to a considerable amount, all reimbursed by Landmark. Spending so much time in traffic and on the move, Bill decided that they needed cellular phones. Landmark's phone bill now increased astronomically, because they were being charged for time spent on the phone, even for calls they received. However, Bill was able to charge their hourly rate for time spent on the phone with a client, so the tradeoff was that some of the commuting time became billable.

As hard as Bill tried to manage his time, there never seemed to be enough hours in the day. And as hard as he tried to control expenses, there never seemed to be enough money left after everything was paid out. Hardly a day went by that Bill didn't find another official letter from some government agency requesting the payment of yet another tax or another bill from one of their vendors for stationary or insurance or phone service. They began to dip into the small nest egg they had remaining in order to pay their personal bills. Now that Bill and Debbie were both working full time, they couldn't expect their neighbors to watch Suzie every day and Debbie had no time for housework, so they had to hire a housekeeper for the afternoons.

The bills kept mounting and the generous consulting fees were not sufficient to cover them all. Their nest egg disappeared. And despite the twelve to fourteen hour days he was putting in, both clients kept remarking that they had expected to see more of Bill. Then Debbie and Suzie started saying it too. Debbie's hours were now more manageable and she arrived home in time for dinner. Bill often ate in the office, ordering out, another expense they could ill afford. When Debbie commented that he didn't see his daughter for a week at a time, he reminded her that he could come home at six, but then he would be giving up two or three billable hours they really needed. So Bill slipped back into the pattern he had followed when still an employee at AMI. He became the boarder that slipped into the Landey residence late in the evening and slipped out early in the morning. He began missing the important milestones of his daughter's life. Her school play, her little league games and her science fair were attended by her mother. Bill promised he would try to attend but at the last minute, a client concern prevented him.

"I don't like what's happening to our lives," Debbie said, "It's back to the way it used to be. The project comes first and your family second."

"This time we know it's only temporary," Bill attempted to mollify her, "in a year, we'll have paid off our debts and then Landmark will be one hundred percent ours. A half a million a year in our pockets. Can you believe it?"

"The way we're living right now, it's hard to believe we're rich. Bill, can you promise me that once we're paid off, you'll cut back on your hours?"

"Honey, with a half million a year coming in, I can hire a top notch project manager and cut way back. Then we'll take a vacation that will make up for all we missed this year."

"And you'll spend more time at home?"

"Absolutely. After all, the sauna and the swimming pool and the game room will all be here."

"Bill, I hope you're kidding. We don't have room for all that."

"So we'll get a bigger house."

"Why do three people need a bigger house?"

"Three people, a sauna, a swimming pool and a game room."

"Bill, you're going way too fast for me."

"Better get used to moving fast. In just a year we'll be able to move as fast as we want."

"I'm more worried about the meantime. We keep sinking into debt."

"Nothing half a million dollars a year from now can't handle."

"Then why are we feeling so financially pressured right now?"

"Maybe I was overly optimistic," Bill admitted, "I expected my take from Landmark to cover more than it did and I believed that your salary would adequately cover the rest of our expenses. Maybe I should have made the loan longer term, so we would pay longer, but pay less each month. But the longer the term, the more interest and I wanted to save us some money. If we could identify our biggest expenses and find a way to push them off, explain to the vendors that if they can wait a year, we'll pay them with interest, it will get us some breathing room."

"Do whatever it takes."

"Honey, I know things are tough right now, but they will get better, I promise. And I appreciate you for hanging in there and supporting me."

"I have faith in you, honey. You'll work out something."

Bill soon learned that it was one thing to plan something and another to carry it out. The banks were not willing to extend any additional credit. The few vendors with whom Landmark dealt, would give them from thirty to sixty additional days to pay their bills, but at a healthy interest rate. This did little to alleviate the situation. The only creditor willing to wait was Mark. Bill felt bad about asking Mark to wait even longer considering how much Mark had already given up, but he had no choice.

Then he thought of Suzie's school. If he could hold on to the eight hundred dollars a month he was paying in tuition until his cash flow improved, it would help the situation. The parochial school had a suggested tuition of eight thousand dollars a year. However, if parents claimed financial hardship, scholarships were available. With his and Debbie's substantial salaries, Bill had never even thought of applying for a reduction. He felt contrite doing so now, but assuaged his guilt by telling himself that he would more than make up the difference the following year.

"So what you're saying, Mr. Landey, is that you want to defer this year's tuition and pay it off over time?" asked Mrs. Whetstone. A thin, gray-haired woman in blue-rimmed glasses, she projected the air of a no-nonsense, completely business-oriented woman.

"I expect to pay it off entirely next year," Bill answered, a sinking feeling settling in his stomach. This woman would have no sympathy for his plight. "I also expect to be able to add a considerable donation on top of that. You see, I overextended myself on a business loan which I have to pay in full at the end of the year. After that, I'll have a lot of breathing room..."

"A detailed explanation really isn't necessary, Mr. Landey. We are pleased to count you and Mrs. Landey among our valued parents and your Suzanne is a delightful child. You have always paid full tuition and contributed to our fund raising events. If you feel now that you need some financial breathing room, we are happy to do what we can."

"This is very generous, Mrs. Whetstone. Pardon me for asking this, but are you this accommodating with everyone?"

"We took your past record into account. You haven't given us any reason to doubt your word."

"Hypothetically, what happens if I find that I can't pay you back next year?"

"Don't worry about it, Mr. Landey. We have confidence that you will make every effort to pay what you can."

"I really hate to sound like I'm complaining about being treated very well, but doesn't the school have a board that has to meet and decide these things?"

"Well, I'm not really supposed to mention this, but we recently received a rather large contribution specifically to cover situations such as yours."

"Now you've intrigued me. Can you elaborate on that?"

"You have to understand that I'm talking out of turn here. You have to promise to keep this to yourself."

"Oh, absolutely."

"Someone was once in a predicament similar to yours and at that time, he was put through the ordeal of having his financial statements reviewed and all the details of his situation discussed. He recently made us a generous contribution subject to one condition. If someone else who in the past had always paid his tuition reliably comes to us with a similar request, we are to accommodate him without making him face the standard tribulations."

"Very commendable. Next time you speak to him, thank him for me."

"I'll do that. And good luck on your business venture."

With a new spring in his step, Bill drove off to Orange Bank. That evening he announced to Debbie that the financial pressure on them had just been greatly reduced.

"That's great," Debbie said, in a distracted way.

"You seem to have something on your mind," Bill commented.

"I was just wondering if we could make it on just your income."

"Why? Did something happen at your job?"

"No, nothing like that. I was just thinking that if I decide to take some time off, can our finances handle it?"

"Why would you want to do something like that at this time? I mean a year from now, it should be fine but not right now."

"If I do, it won't be completely a matter of choice. And it wouldn't be right now. It would be in about eight months."

"If you could push it off a few months, it should be okay. We'll be finished with our bank payments."

"Honey, some things just can't be pushed off. They happen when they're due and there's nothing you can do about it."

Startled, Bill stared at Debbie who fought to maintain a serious expression and failed. "Are you trying to tell me that you're..?" he couldn't finished the question.

"The dot turned blue."

"But I thought you didn't want another child. You were the one who said that with our careers we couldn't handle the responsibility."

"Sometimes life just hands you a surprise."

"Well, life really has great sense of humor."

"Honey, you're the one who wanted us to try until we had a boy. Why do you sound like you're not very pleased about this?"

"Don't get me wrong, I'm thrilled. I just wish that the timing was better."

"It couldn't be a whole lot better," Debbie pointed out, "we're only off by a few months."

"Yeah, you're probably right," Bill conceded. "I mean, even if we're really stuck those last few months and we can't pay our mortgage, we'll be able to make up all the payments long before we lose the house. Thank the good old USA for bankruptcy protection."

"You don't really expect us to go bankrupt?"

"Of course not. It's just that because we can, the banks won't be so obnoxious if we miss some payments. If they think they can collect their money, they'll be willing to wait a while."

But some people were not as accommodating as Bill expected. Even though Debbie's obstetrician expected to get paid in full by the time the baby was born, his office insisted that Debbie pay a portion of the bill with each visit. The insurance company would not reimburse them until after the birth and now they had to find another few thousand dollars. Then Bill's car developed problems, exacerbated from the heavy driving he was now doing each day. After sinking another thousand into repairs only to have other trouble discovered as each part was replaced, Bill's mechanic suggested that it was time he traded up. Bill realized that he needed something reliable. A new car was simply out of the question. His best option was therefore a lease. It let him drive a new car now while paying for most of it later on. And the bills kept mounting.

Then Bill got the call at work. Debbie was in the hospital. He ran out of his office at Orange Bank, retrieved his car from the lot and drove as fast as traffic allowed. Without being given any detailed information, he was told that Debbie had been taken by ambulance from work, bleeding profusely. She was currently in the Emergency Room where her obstetrician and other medical personnel were dealing with her. Bill rushed to the Emergency Room and caught sight of his wife's doctor in a bloodstained gown.

"How's my wife?" he asked.

"Deborah's doing fine now," the doctor told him.

"And the baby?"

"I think the baby will also be fine." the doctor answered.

Bill let out his breath. "What was it?"

"A complication of the pregnancy," the doctor replied. "It was pretty serious and she lost a lot of blood. But we stabilized her and she's doing fine and I don't believe the baby was adversely affected in any way. We'll keep her for observation for a day and then hopefully, we can send her home."

"So that's it? The emergency's over?"

"Mr. Landey, if you're referring to the immediate crisis, then yes, it was averted. However, the problem still exists. You and your wife are going to have to make a serious decision."

"What kind of decision?"

"How badly do you want this child?"

"I thought you said there was no problem with the baby."

"Mr. Landey, this will not be an easy pregnancy. There is a possibility that your wife will miscarry. There is also the possibility that such a miscarriage poses a life-threatening situation to your wife."

Bill's heart skipped a beat. "What are the chances?"

"It's not like I have exact numbers."

"I understand. Just give me your best estimate."

"I'd say there's a twenty percent chance that your wife will miscarry. There's a very small chance, maybe two percent, that this will affect her physically, maybe even kill her if we can't get the bleeding under control."

"So there's an eighty percent chance that she and the baby will both survive?"

"That's my estimate."

"And the baby will be normal?"

"There's no reason to believe that it was affected."

"Is there any emergency that requires an immediate decision?"

"No, you've got a few weeks to think about it."

"Then I'll leave any decision to my wife."

"Of course, your wife is going to have to spend the next few months in bed."

"The next few months?"

"Until after she delivers. If she continues to be active, she is almost certain to have another incident like this. She might not survive it and the baby definitely wouldn't."

"Can I see her now?"

"Why don't you wait until she's brought to a room?"

Bill called home to relay the news to their housekeeper, Mrs. Nadesan. Then he called their insurance carrier to inform them of what had happened. By the time he was finished, Debbie had been moved into a room. Bill took a chair next to his sleeping wife and waited for he to awake. He was shocked at how fragile and pale she looked. Except for the brightness of her hair, it could have been Suzie in the hospital bed. Bill was suddenly overcome with the realization of how close he had come to losing her. When Debbie awoke a few hours later, Bill was waiting in her room.

"How are you feeling?" he asked her.

"A little tired and dizzy."

"That's to be expected," he said and told her what had happened.

"Is the baby okay?"

"The baby's fine. So are you. Relax, honey."

"There's something you're not telling me, Bill."

"It can wait until you get home."

Alarm crossed her face. "No, I want to know now. Is something wrong with the baby?"

"No, I told you. Nothing's wrong."

"Bill, if you don't tell me what's wrong, I'm going to continue suspecting the worst."

"Okay, in the scheme of things, it's not that terrible, but you're going to have to stay in bed for a while."

"For how long?"

"Just until the baby's born."

"But that won't be for months."

"So you'll have lots of time to read and relax."

"But I'll have to give up my job. We can't afford that now!"

"Forget about the money right now," Bill said. "The important thing is that you're okay and that the baby's okay, for now."

"What do you mean 'for now'?"

"We have to face it, honey. As much as I want this child, it's also a threat to your health. So we have a very difficult decision to make."

"What are you saying, Bill? You want me to abort our baby?"

"What I want is not important. This is your decision."

"How can a decision involving the life of our child be mine alone?"

"Because it's your life in the balance. I can't tell you to take that risk. And I have to know that whatever decision you come to, it was made for the right reason."

"What other reason could there be?" Her brow wrinkled in confusion. Then understanding dawned. "You mean for money? You would trade our child's life for money?"

"That's not what I meant."

"Then explain it, because I'm not following you."

"Honey, you know the pressure I've been under. Up until now, I've always managed to keep just one step ahead of financial disaster. Then, just when I have things worked out, you give me the news that we're about to have a baby. This is the baby that I've wanted for years, the one you didn't want to have because it would interfere with your career. From a financial viewpoint, this couldn't have happened at a worse time. But I accepted it. If it took sacrifice to have this child I wanted, then I was prepared for it. But now this. It's not just the financial burden this baby's causing, it's the fear of losing you. But if I make a decision, how can I know how much of that decision may have been influenced by monetary concerns. That's why I'm leaving this completely up to you. Whatever you decide, I'll support you one hundred percent, just like you've supported me until now."

"What did the doctor say? What are my chances?"

"He said that in cases like these there was always the element of risk, but if you stayed in bed and the pregnancy continued on course, there's an eighty percent chance that everything would be fine."

"Then there's nothing to discuss," she said with determination, "I am not going to kill my child to alleviate my inconvenience or to improve our financial status."

"You should also know that there's a two percent chance that this pregnancy can hurt or kill you and a twenty percent chance that it won't last to term anyway."

"So what do you think we should do?"

"Ultimately, it's your decision," Bill said. "If you stay in bed for the next few months and then lose the baby anyway, it'll be much harder on you."

"But I'll know that I gave it my best effort. I didn't abandon it for the sake of my convenience or career. There's still an eighty percent chance things will turn out fine."

"Then the decision has been made and I'll stand behind you. Now get some rest."

"Bill, don't wait around. Go home. I'm sure Suzie is getting worried."

"I'll be back first thing in the morning."

Bill went home, drove Mrs. Nadesan to her home and put an exhausted Suzie to bed. Then he sat with his bills and his calculator and tried to make his income alone cover all their expenses and a full-time housekeeper. He couldn't even come close. The telephone rang.

"Bill? It's Mark. What's happening? I heard something about Debbie." Bill informed his friend of what had occurred. "Then she's okay? And the baby, too? That's great. I didn't know you guys were having another baby. Congratulations."

"We didn't exactly plan it, but once it happened, we both decided that we wanted it. Now we're just hoping the little guy or gal makes it. Debbie's going to have to spend the next few months in bed."

"The next few months? That's got to be putting a drain on your finances."

"You'd better believe it, but we'll manage."

"Bill, stop playing the hero, okay? Anybody can make a mistake. You overextended yourself. It happens. You paid me way too much and tried to pay it off way too fast. I insist that you take back some of this money you gave me and pay me back when things settle down."

"Mark, you already deferred the quarter million balance. I can't afford to owe you any more."

"Right now you can't afford to owe the bank any more. You've got to concentrate on the important things. Debbie and the baby. Your projects. Don't let money problems distract you. Those will eventually be taken care of."

"Mark, I won't take any more of your money."

"Then don't. I've got more than enough to live on for years. Just stop paying me for my work until you and Landmark are in a better financial position."

"How about I pay you in shares of company stock?"

"Bill, you know how I feel about that. No, just consider it a loan."

"Then I'll have to pay you interest."

"Fine. When you're in a better position, you do that. And give my love to Debbie."

Bill returned to his calculations and discovered that with the extra three thousand dollars a week he usually paid Mark, he had more than enough to run their household, pay all his bills and hire a full time housekeeper. He felt bad about owing Mark even more money, but after all, he would be repaying him with interest in the future and Mark certainly didn't need it to support his lifestyle. A single man with no children living in a studio apartment didn't require much. Bill had never known Mark to entertain guests. Mark never even mentioned dating since their college days. Besides performing his occasional magic acts, what did he do with his spare time?

Bill did not devote too much time to pondering this because his own problems kept him occupied. Mrs. Nadesan had a family and would not agree to work full time. However, she did recommend her niece for the position. Bill promised to interview her as soon as Debbie came home. Debbie was released from the hospital the next day. They met with Bati Nadesan, Mrs. Nadesan's niece and were pleased. They now had their housekeeper. Then Wolf Media surprised them by insisting the Debbie stay on the payroll, though at a greatly reduced salary, and continue to work from home. They provided her with a personal computer equipped with a high speed modem and a file cabinet containing duplicates of all her important paperwork. Barring any unforeseen problems or complications, Bill could now devote himself to his projects and his company and to building his fortune. The future looked rosy. Until the letter arrived.

It came with the monthly payments from his clients. Bill sat in the room he had designated as his home office and went through his usual monthly ritual. First he opened the envelope from Wolf Media and smiled at the figure on the check and the profit it represented. Then he opened the envelope from Orange Bank and prepared to smile even more. Instead he frowned. The amount of the check was considerably smaller than that of the invoice that he had sent. He looked at it a second time. He had not been mistaken. The correct invoice number was printed in the memo field but the figure was just too small. The check was also stamped 'Final Payment.' Then he noticed the letter that had fallen out of the envelope. He unfolded it, started reading and his blood pressure soared.



Dear Mr. Landey,

We recently received your invoice number 19762 requesting eighty seven thousand dollars ($87,000) for services provided during the month of January. According to our contract, Landmark Computer Services accepted the responsibility of completing the system originated by Arthur Mitchell under the same terms and conditions. The original proposal called for the system to be completed by March for a total cost of eight million dollars. The enclosed check in the amount of fourteen thousand dollars ($14,000) constitutes the balance of payment due, bringing our total consulting expenditures on the system to date to eight million dollars.

We are pleased with the progress that Landmark has made and expect to see the system completed as per our specifications by the end of March.

Sincerely,

Albert F. Simms

Vice President, Information Systems