S. Robert Davis - Page 20




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          Davis not to pursue collection of his costs and attorney's fees             
          from the SEC.                                                               
               3.   Orange Co. Litigation                                             
               In 1987 and 1988, Mr. Davis was involved in litigation                 
          (Orange Co. litigation) with Stoneridge Resources, Inc.                     
          (Stoneridge)--the successor to Orange Co.  Mr. Davis and the                
          other directors of Orange Co. were ousted as the result of a                
          hostile proxy fight.  The new management of Stoneridge alleged              
          breach of fiduciary duty and breach of contract by the former               
          officers/directors (including Mr. Davis) in connection with the             
          proxy fight and the transition of management in the company.  Mr.           
          Davis was represented in the Orange Co. litigation regarding                
          these matters by the firm of Squire, Sanders & Dempsey.                     
               Mr. Davis counterclaimed alleging (1) damages from breach of           
          certain contract rights and (2) unjust enrichment relating to the           
          conditions and benefits of his employment with Orange Co.  These            
          additional claims included claims for:  (1) Breach of options he            
          had to purchase company airplanes, (2) severance pay, (3)                   
          continuation of health benefits, (4) vacation pay, and (5)                  
          accrued salary through his date of termination.  Mr. Davis                  
          retained additional counsel (Laura Byrne) to litigate these                 
          matters.                                                                    
               Mr. Davis also counterclaimed for indemnification for                  
          attorney's fees arising from the Orange Co. litigation.  Orange             





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