LIMITED INDEMNITY AGREEMENT
TO: FIRST DELTAVISION INC. ("FIRST")
AND TO: KYOMEDIX CORPORATION ("KYOMEDIX")
AND TO: THE SHAREHOLDERS OF KYOMEDIX CORPORATION
FROM: XXXXX X. XXXXXXX ("XXXXXXX")
RE: INDEMNITY AGREEMENT and SHARE CANCELLATION
WHEREAS FIRST desires to purchase from the KYOMEDIX Shareholders and
the KYOMEDIX Shareholders desire to sell to FIRST all their shares in the
capital of KYOMEDIX ("theKYOMEDIX Shares").
AND WHEREAS FIRST and the KYOMEDIX Shareholders desire to effect the
purchase and sale of the KYOMEDIX Shares pursuant to a share exchange in
accordance with the terms and conditions of a Share Exchange Agreement (the
"Transaction").
AND WHEREAS prior to the Transaction (i) FIRST shall have effected a
dividend of four shares for one on each outstanding share, with a mandatory
exchange of stock certificates required to receive the dividend; and (ii)
MERRELL, FIRST 's President, shall have delivered to FIRST for cancellation
186,648 shares of pre-dividend common stock of FIRST.
NOW THEREFORE in consideration of the execution, delivery and
payment of a promissory note in the amount of $250,000 U.S. and the
cancellation of MERRELL's shares, MERRELL agrees as follows:
1. To indemnify and hold harmless FIRST, KYOMEDIX and the KYOMEDIX
Shareholders (the Indemnified Parties") from and again any and all
present or future actions, claims, demands, liabilities,
proceedings of any type or nature whatsoever (a "Claim") against,
involving or affecting FIRST or encumbering its assets, property or
undertaking, whether actual or contingent, that existed at time
immediately prior to closing date of the Transaction or arose or became
known to the parties within a period of two years following the closing
date of such Transaction.
2. If any suit or action is commenced against the Indemnified Parties in
connection with any Claim MERRELL shall immediately defend or settle
such Claim to the satisfaction of Indemnified Parties, acting
reasonably, and provide to the Indemnified Parties such further
indemnification or security from any and all Claims as they may
reasonably require.
3. Any notice or other communication which is required or permitted to be
given or made by one Party to the others hereunder shall be in writing
and shall be either:
(a) personally delivered to such Parties; or
(b) sent by facsimile.
Any notice shall be sent to the intended recipient at its address as
follows:
to MERRELL at: 0000 Xxxxxx Xxxxxx Xxxx,
Xxxxx, XX, 00000
to FIRST at: Xx. Xxxxxxx Xxxxxxxxxx
Hermes Building
Suite 205, 455 East 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Fax: (000)000-0000
to KYOMEDIX at: Mr. Xxxxx Xxxx
Xxxxx Xxxx LLP
00000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Fax: (000) 000-0000
or at such other address as any Party may from time to time advise the
others by notice in writing. Any notice given by personal delivery
shall be deemed to have been received on the date of delivery. Any
notice sent by facsimile or similar method of recorded communication
shall be deemed to have been received on the next Business Day following
the date of its transmission.
4. This indemnity agreement shall cease and expire on the second
anniversary of the Closing of the Transaction as defined herein.
5. This indemnity agreement shall be binding on MERRELL and the Indemnified
Parties and their respective successors, assigns, heirs or legal
representatives, as the case may be.
DATED at Salt Lake City, Utah, this 9th day of April, 2002.
SIGNED, SEALED AND DELIVERED
in the presence of: ) XXXXX X. XXXXXXX
)
)
/s/ Xxxxxxx X. Xxxxxxxxxx )
("Witness") ) /s/ Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
(Name & Address)
