INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") is entered into effective
this 15th day of February, 2002, by and between E-Rex, Inc., a Nevada
corporation ("ERex"), Donald A. Mitchell, an individual ("Mitchell"), Carl E.
Dilley, an individual ("Dilley"), Jeffrey M. Harvey, an individual ("Harvey"),
and Joseph Pacheco ("Pacheco"). Each of ERex, Mitchell, Dilley, Harvey, and
Pacheco may be referred to herein as a "Party" and collectively as the
"Parties.". Each of Mitchell, Dilley, Harvey, and Pacheco may be referred to
herein as a "Director" and collectively as the "Directors."
RECITALS
WHEREAS, each of the Parties is a party to that certain lawsuit entitled
Carol Gamble Trust 86, et al vs. E-Rex, Inc., et al, United States District
Court, District of Nevada, Case No. CV-S-02-0145-DWH-LRL (the "Lawsuit");
WHEREAS, each of the Directors currently is, or in the recent past has
been, a director of ERex;
WHEREAS, Article XI of the Bylaws of ERex (the "Bylaws") states that
Section 1: Every person who was or is a party to, or is threatened to be made a
part [sic] to, or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless, to the fullest extent legally permissible under the laws of the
State of Nevada, against all expenses, liability and loss, including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement, reasonably
incurred or suffered by him in connection therewith, all pursuant to NRS 78.151.
Such right of indemnification shall be a contract right which may be enforced in
any manner desired by such person.
WHEREAS, section 78.751(2) of the Nevada Revised Statutes states
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
WHEREAS, the Board of Directors of ERex, by Unanimous Written Consent dated
February 15, 2002, has confirmed that it will indemnify the Directors as set
forth in the Bylaws and herein, upon the receipt by each Director of an executed
copy of this Agreement which satisfies the conditions of section 78.751 of the
Nevada Revised Statutes, as set forth above.
NOW, THEREFORE, for good and adequate consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. ERex agrees to indemnify the Directors, and each of them, to the
extent to which it is obligated under the Bylaws and the laws of the State of
Nevada and as long as each Director (i) is not liable pursuant to NRS 78.138;
and (ii) acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation (ERex), and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
2. Each of the undersigned Directors, individually but not joint and
severally, agrees to repay to ERex any amounts which are advanced on his behalf
by ERex if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation.
3. Additional Matters.
(a) In the event of a dispute related to or arising from the
terms of this Agreement:
(i) the resolution of such dispute shall be in
accordance with the rules of the Judicial Arbitration and Mediation Services
("JAMS/Endispute");
(ii) the prevailing party in such dispute shall be entitled
to reasonable attorneys' fees and costs; and
(iii) venue shall be in Miami, Florida.
(b) This Agreement shall not be amended without the written
consent of both parties. A facsimile signature of this document will be
sufficient.
(c) ERex has the full corporate power and authority to execute
this Agreement and to perform in accordance with the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"ERex"
/s/ Carl Dilley
______________________________
By: Carl Dilley
Its: President
"Mitchell" "Dilley"
/s/ Donald A. Mitchell /s/ Carl E. Dilley
______________________________ ______________________________
Donald A. Mitchell Carl E. Dilley
"Harvey" "Pacheco"
/s/ Jeffrey M. Harvey /s/ Joseph Pacheco
______________________________ ______________________________
Jeffrey M. Harvey Joseph Pacheco