S. Robert Davis - Page 21




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          Co.'s certificate of incorporation required indemnification of              
          officers for expenses arising from acts performed in good faith             
          and in a manner reasonably believed to be in the best interest of           
          Orange Co.  All of the SEC litigation expenses Mr. Davis deducted           
          in 1987 and 1988, see infra, were included in the demand for                
          indemnification in the Orange Co. litigation.                               
               In 1992, the Orange Co. litigation was resolved.  Stoneridge           
          agreed to pay Mr. Davis $47,500.                                            
               In a letter dated May 18, 1995, Orange Co.'s directors' and            
          officers' insurance company informed the IRS that it reimbursed             
          Squire, Sanders & Dempsey for its representation of Mr. Davis and           
          reimbursed Laura Byrne for her work as counsel for various                  
          officers and directors.                                                     
          Legal Fees Charts                                                           
               In 1987, Mr. Davis paid, incurred, and deducted on his                 
          Schedule C for 1987 the following legal fees:4                              
          Matter                     Amount                                           
          Squirrel Bend litigation           $179,726                                 
          SEC litigation                       51,285                                 
          Orange Co. litigation                36,163                                 
          Tax matters                           3,493                                 
          General business matters              3,115                                 
          Total                          273,782                                      



               4  For convenience, all figures are rounded to the nearest             
          dollar.                                                                     




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