Estate of Philip Meriano, Deceased, Anita Panepinto, Administratrix - Page 8

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               and loss, which the Estate and/or the Administratrix                   
               may hereafter suffer or pay by reason of any claims                    
               against the Estate or the Administratrix or as a result                
               of the disbursement of said funds of the Estate in                     
               payment of professional fees and hereby agree to repay                 
               any and all amounts received that are determined by a                  
               court of proper jurisdiction to be returnable to the                   
               Estate.                                                                
                    Edward J. Reardon Jr. and John T. Lynch Jr. do(es)                
               hereby further agree(s) to provide legal representation                
               or the reasonable cost thereof to defend against any                   
               claim which may be brought against the Estate or the                   
               Administratrix as a result of the disbursement of such                 
               fees including all incidental costs relating thereto.                  
                    IN WITNESS WHEREOF we have hereunto set our hand                  
               and seal dated as of this 10th day of April, 1980.                     

                     /s/                                                              
          Edward J. Reardon, Jr.                                                      
                     /s/                                                              
          John T. Lynch Jr., Esquire                                                  

               Sometime prior to April 29, 1980, an account was opened in             
          the name of the estate at Kidder, Peabody & Co. in Philadelphia.            
          The securities remaining in the safety deposit box were again               
          inventoried and transferred to the Kidder, Peabody account.  On             
          April 29, 1980, Mary Orlando, as administratrix of the estate,              
          authorized Lynch, as her agent, to buy, sell, and trade in the              
          securities in the estate's Kidder, Peabody account.                         
               At about the same time the estate opened its account at                
          Kidder, Peabody, Lynch and Reardon also opened their own personal           
          accounts at Kidder, Peabody.  Those accounts were used to                   







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