Common use of Survival of Representations and Warranties Indemnification Clause in Contracts

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The All representations and warranties of contained in this Agreement shall be deemed made at the parties herein contained Closing as if made at such time and shall survive the closing of the purchase contemplated by this Agreementfor twelve (12) months after having been made or deemed made, notwithstanding any investigation at any time made by or on behalf of the other party, provided except that any claims for indemnification in accordance with Article II, Section 2 below (i) with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or claims asserted pursuant to this Section 9.01 before the expiration of the applicable representation or warranty, such claims shall survive until the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi)they are finally liquidated or otherwise resolved, (G), (Iii) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following 3.15 shall survive until 120 days after the expiration of the applicable statute of limitationslimitations for the Tax liabilities in question and (iii) Sections 3.01, 3.02, 3.03, 3.04, 3.05(a)(i), 3.16, 4.01, 4.02 and 4.03(a)(i) shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (Bb) The Company and the Shareholders, jointly and severally, hereby agree agrees to indemnify and hold Buyer, Parent, harmless the Investor and their respective its officers, directors, stockholders, affiliates, employees, representatives duly authorized agents and other agents harmless affiliates from and against any and all losses, claims, liabilitiesdamages, lossesdiminution in value of the Shares, damages or injuries, together with costs and expenses, expenses (including reasonable legal fees, arising counsel fees and disbursements) or liabilities (“Losses”) that are related to or arise out of or resulting from (i1) any breach, misrepresentation breach by the Company of any of its representations or material omission warranties in this Agreement or (2) failure to perform any of the representations and warranties covenants or agreements made by the Company and/or in this Agreement. The term “Losses” as used in this Section 9.01 is not limited to matters asserted by third parties against an Indemnified Party, but includes Losses incurred or sustained by an Indemnified Party in the Shareholders absence of third party claims, and shall be net of any Tax benefit available to the Indemnified Party. (c) The Investor agrees to indemnify and hold harmless the Company and its officers, directors, employees, duly authorized agents and affiliates from and against all Losses that are related to or arise out of (1) any breach by the Investor of any of its representations or warranties in this Agreement or in (2) failure to perform any Exhibit hereto of the covenants or other documents delivered in connection herewith, (ii) any breach in any material respect agreements made by the Company and/or Investor in this Agreement. (d) Notwithstanding anything to the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contrary contained in or arising out of this Agreement, or : (i) an Indemnifying Party shall not be liable for any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible claim for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders indemnification pursuant to this Paragraph (B) Section 9.01 with respect to any breach of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder representation or warranty, unless and until the aggregate amount of such claim indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $25,000; provided250,000, however, that if after which the Indemnifying Party shall be liable for the entire aggregate amount of any such indemnifiable Losses; (ii) no Losses may be claimed under Section 9.01 by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims by the Buyer or the Parent exceeds $25,000, the obligations arising out of the Company and Shareholders hereunder shall be same facts, events or circumstances; (iii) with respect to any breach of any representation or warranty, the entire maximum amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless indemnifiable Losses which may be recovered from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.01 shall be an amount equal to the Purchase Price and (iv) neither party hereto shall have any liability under any provision of this Agreement or the Registration Rights Agreement for any punitive damages. (e) A party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claims asserted against the Indemnified Party by a third party (“Third Party Claim”) that would give rise to a right of indemnification under this Agreement shall promptly (i) any breach, misrepresentation or material omission in notify the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "“Indemnifying Party"”) prompt of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of any claimthe Third Party Claim, demand, action, suit, proceeding or discovery a copy of fact upon which all papers served with respect to such claim (if any) and the basis of the Indemnified Party intends to base a claim Party’s request for indemnification under this SectionAgreement. Failure to provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates actual and material prejudice as a result of such failure. The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim provided that such Indemnifying Party has acknowledged in writing its obligation to fully indemnify the Indemnified Party with respect to such Third Party Claim pursuant to this Section 9.01. (Ef) On If the Closing Date, one hundred twenty thousand (120,000) Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the four hundred fifty thousand (450,000) shares Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party, who is reasonably acceptable to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted reasonably diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Common Stock Indemnifying Party in accordance with this Section 9.01(f). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof, provided, however, that the Indemnifying Party shall not consent to the entry of a judgment or enter into any settlement with respect to the matter (i) which is does not contain a complete release of the Indemnified Party, contains a finding of responsibility or liability on the part of the Purchase Price Indemnified Party or the violation of any applicable legal requirement, provides any material sanction or material restriction upon the conduct of any business by the Indemnified Party, or provides for any relief other than monetary damages which are paid in full by the Indemnifying Party or (ii) without the prior written consent of the Indemnified Party, which consent shall not be unreasonably conditioned, withheld or delayed. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.01, and the Indemnified Party shall bear its own costs and expenses with respect to such participation; provided, however, if in the opinion of counsel of the Indemnified Party there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to the Indemnified Party in connection with such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (g) If the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.01(f), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.01(f) but fails to reasonably diligently defend or settle the Third Party Claim, then the Indemnified Party shall have the right to defend the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously defended by the Indemnified Party to a final conclusion or settled (with the reasonable costs and expenses of such defense borne by the Indemnifying Party). The Indemnified Party shall have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent, which shall not be unreasonably withheld or delayed. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.01(g), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (h) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Escrowed Amount"“Indemnity Notice”) shall be delivered to describing in reasonable detail the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation nature of the Company claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the Shareholders, or any basis of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of Indemnified Party’s request for indemnification under this Agreement. Indemnity claims by Buyer pursuant to said Paragraph If the Indemnifying Party does not notify the Indemnified Party within thirty (B30) shall be satisfied first by the reduction of the Escrowed Amount until the termination days from its receipt of the Indemnity Escrow Agreement Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and thereafter by agreed with such claim. If the Company Indemnifying Party has disputed such claim, the Indemnifying Party and the Shareholders, jointly Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and severally. The Escrowed Amount does the Indemnified Party cannot constitute a limit on the liability resolve such dispute in thirty (30) days after delivery of the Company Dispute Notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (i) The parties agree to treat all indemnification payments made under this Section 9.01 or otherwise under this Agreement as an adjustment to the Purchase Price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the Shareholders to Buyer hereunder, it being understood and agreed extent that the Company and each Laws of the Shareholdersa particular jurisdiction provide otherwise, shall remain jointly and severally liable to satisfy the amount of in which case such claims which exceed the Escrowed Amount. The Escrowed Amount payments shall be held by made in an amount sufficient to indemnify the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer relevant party on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingafter-Tax basis.

Survival of Representations and Warranties Indemnification. (Aa) The All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement. (b) In consideration of the parties herein contained shall survive the closing Shareholder's execution and delivery of this Agreement and acquisition of the purchase contemplated by Shares hereunder and in addition to all of the Company's other obligations under this Agreement, notwithstanding any investigation at any time made by or on behalf of the other partyCompany shall defend, provided that any claims for indemnification in accordance with Article IIprotect, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, harmless the Shareholder and each other holder of Shares and/or shares of Common Stock issuable upon conversion of the Shares and all of their respective officers, directors, stockholdersmembers, affiliatesmanagers, employeesemployees and agents (collectively, representatives and other agents harmless the "Shareholder Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Shareholder Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "Shareholder Indemnified Liabilities"), incurred by the Shareholder Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breachfinder's or brokerage fees not disclosed by the Company, misrepresentation or (ii) any material omission breach of, or inaccuracy of, any representation, warranty or covenant of the representations and warranties made by the Company and/or the Shareholders contained in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this that certain Series C Preferred Stock Purchase Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company dated as of the Closing as set forth on Exhibit A hereto. The obligations of December 31, 1998, between the Company and the Shareholders pursuant Shareholder (the "Series C Purchase Agreement"). Prior to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess the termination of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations covenants of the Company contained in Articles VI and Shareholders hereunder shall be with respect to Articles VII of the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold Series C Purchase Agreement, the Company and the Shareholders Shareholder agree to execute and deliver an amendment to this Agreement providing for the incorporation herein of such covenants (other than those set forth in Sections 7.10 and Sections 7.12 through 7.17 of the Series C Purchase Agreement) on substantially the same terms and conditions. (c) In consideration of the Company's execution and delivery of this Agreement and sale of the Shares hereunder and in addition to all of the Shareholder's other obligations under this Agreement, the Shareholder shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (collectively, the "Company Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "Company Indemnified Liabilities"), incurred by the Company Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breachfinder's or brokerage fees not disclosed by such Shareholder, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any material breach in of, or inaccuracy of, any material respect by Buyer and/or Parentrepresentation, unless waived in writing by the Company, warranty or covenant of any covenant or agreement of Buyer and/or Parent such Shareholder contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date April 30, 2000 (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree agrees to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themCompany, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree agrees to indemnify and hold the Company and the Shareholders its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date or (iii) the Business as conducted by Buyer and/or ParentBuyer, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact (any of which shall be a "Claim") upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreementprovided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. Indemnity claims The Indemnified Party shall not settle or compromise any Claim by Buyer pursuant to said Paragraph (B) shall be satisfied first by a third party without the reduction prior written consent of the Escrowed Amount until Indemnifying Party, which will not be unreasonably withheld or delayed, unless suit in respect of such Claim shall have been instituted against the termination of the Indemnity Escrow Agreement and thereafter by the Company Indemnified Party and the Shareholders, jointly and severally. The Escrowed Amount does Indemnifying Party shall not constitute a limit on have chose to participate in the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount defense of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, suit after notification thereof if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.the

Survival of Representations and Warranties Indemnification. (A) The All representations and warranties of the parties contained herein contained or made in writing by any Party in connection herewith shall survive the closing execution and delivery of this Agreement and the consummation of the purchase transactions contemplated by this Agreement, notwithstanding hereby (regardless of any investigation at any time made by any Party or on behalf of its behalf) as follows: (a) the other party, provided that any claims for indemnification representations and warranties in accordance with Article IISection 6.1 (Organization), Section 2 below with respect to any representation -12- 13 or warranty must be made 6.2 (Equity Securities and will be null Related Matters), Section 6.3 (Subsidiaries; Investments) Section 6.4 (Authorization), Section 6.5 (No Contravention), Section 6.10 (Governmental and void unless madeRegulatory Proceedings), Section 6.11 (Agreements and Regulatory Agencies), Section 6.13 (No Restrictions), Section 6.32 (Brokerage), Section 7.1 (Organization, Power and Authority) on or before and Section 7.2 (Authorization) shall not terminate; (b) the date eighteen (18) months following the Closing Date (except in the case of representations and warranties contained in Paragraphs Section 6.17 (B)(vi), (G), (ITax Matters) and Section 6.20 (JERISA) of Article I, Section 2 hereof, which must be made within six (6) months following shall terminate after the expiration of the applicable statute statutes of limitationslimitations with respect to the liabilities in question (after giving effect to any extensions or waivers thereof). , plus thirty (B30) The Company days (the representations and warranties described in clauses (a) and (b) of this Section 8.6 collectively, the “Fundamental Representations and Warranties”); and (c) all other representations and warranties contained herein shall survive until the (30) days after the delivery to Purchasers of the audited financials for fiscal year 2013; provided that any representation or warranty in respect of which indemnity may be sought under this Section 8.6 and the Shareholdersindemnity with respect thereto shall survive the time at which it would otherwise terminate pursuant to the foregoing if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the Corporation prior to such time. In consideration of the Purchasers’ execution and delivery of this Agreement and purchase of the Series C Preferred, jointly the Corporation shall indemnify, pay and severally, hereby agree to indemnify defend the Indemnitees and hold Buyereach of them harmless against and pay on behalf of or reimburse such Indemnitees for any Losses which any such Indemnitee may suffer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages sustain or injuries, together with costs and expenses, including reasonable legal fees, become subject to as a result of or arising out of or resulting from (ix) any breachbreach by the Corporation or any Subsidiary of any of their respective covenants or agreements contained in this Agreement or any of the Schedules or Exhibits hereto, misrepresentation and (y) any breach by the Corporation or material omission any Subsidiary of any of their representations or warranties contained in this Agreement or any of the Schedules or Exhibits hereto; provided that, other than with respect to any breach of the representations and warranties made by the Company and/or the Shareholders contained in this Agreement or in any Exhibit hereto or other documents delivered in connection herewithSections 6.1, 6.2, 6.3, and 6.4, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iiii) the Business conducted by Indemnitees shall not be entitled to an indemnity from the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders Corporation pursuant to this Paragraph clause (By) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim Losses hereunder exceeds $25,000; provided, however, that if 500,000 in the aggregate amount (the “Deductible Amount”), in which case the Indemnitees shall be entitled to indemnification for Losses hereunder from the first dollar, and (ii) the Indemnitees shall not be entitled to indemnification for Losses pursuant to this clause (y) in the aggregate in excess of claims $30,000,000 (the “Cap”), which Cap will be the maximum aggregate liability of the Corporation for all Losses incurred by the Buyer Purchasers and any other Persons arising pursuant to or in connection with this Agreement. For the Parent exceeds $25,000avoidance of doubt, the obligations of Parties acknowledge and agree that the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company Deductible Amount and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from Cap shall not apply to (i) the Corporation’s indemnification obligation for breaches of any breach, misrepresentation or material omission in of the representations and warranties made by the Buyer and/or Parent contained in this AgreementSections 6.1, 6.2, 6.3, and 6.4 or to any breach of any covenants, and (ii) any breach Party’s rights to maintain or recover any amounts in connection with any material respect by Buyer and/or Parent, unless waived in writing by action or claim based upon fraud or intentional misrepresentation. In the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed event that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless Purchasers make an indemnification claim pursuant to this Section 8.6, the Purchasers shall be deemed to have suffered Losses with respect to such claim pro-rata based on the number of Series C Preferred shares held by Buyer against each Purchaser on the Company and/or the Shareholders is then pendingdate such Losses were incurred and any amounts payable by any Party with respect thereto shall be paid to each Purchaser on such pro-rata basis.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, this Section 2 below 5.01 with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(viSection 4.01(c)(v), (Gg), (Ii) and (Jj) of Article I, and Section 2 hereof4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (Bb) The Company and the Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, Sage and their respective its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Company and/or the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewithherewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the BuyerSage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, Date (other than the Employment Agreement to be entered into at the Closing between Chunx xxx ParentAgreements), (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than Company arising prior to the Assumed Liabilities, and Closing Date except (vx) any failure by as set forth on the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership audited financial statements of the Company as of at and for the Closing period ended December 31, 1998, (y) as set forth on Exhibit A hereto. The obligations of the Company and Closing Balance Sheet or (z) as otherwise disclosed in the Shareholders pursuant Exhibits to this Paragraph Agreement and (Biv) one-half of this Section shall be limited to any and all liabilities in excess of an aggregate amount not in excess equal to $75,000 of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer Sage or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) failure of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held information technology used in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.the

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, this Section 2 below 5.01 with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen twenty-four (1824) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(viSection 4.01(c)(v), (Gg), (Ii) and (J) of Article I, Section 2 hereofj), which must be made within six (6) months following the expiration of the applicable statute of limitations). (Bb) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, Buyer and their respective its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx ParentAgreements (hereafter defined), and (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company arising prior to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claimsDate. (Cc) Buyer and Parent hereby agree agrees to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the CompanyShareholders, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, Agreement or (iii) any claim by Card Service International with respect to the Business as conducted personal guarantee by Buyer and/or Parent, Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (Dd) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing DateSection 5.01, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") provided, however, that no failure to give such notice shall be delivered excuse any Indemnifying Party from any obligation hereunder except to the escrow agent listed on Exhibit A (extent the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing DateIndemnifying Party is materially prejudiced by such failure. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.Indemnified

Survival of Representations and Warranties Indemnification. l0.1 Survival of Representations, Warranties and Agreements. (Aa) The representations and representations, warranties of the parties or agreements contained herein contained shall survive beyond the closing Effective Time for a period of two years after the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of Effective Time (the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations"Termination Date"). (Bb) The Company Surviving Corporation, Urohealth, Urohealth Sub and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and each of their respective officers, directors, stockholdersemployees, affiliates, employeesagents, representatives and other agents affiliates (collectively, the "Indemnitees") and individually each an "Indemnitee") will be entitled to be indemnified and held harmless from against and against in respect of any and all claims, liabilitiesdamages, losses, damages or injuriescosts, together with costs and expenses, including liabilities (absolute, accrued, contingent or otherwise), and reasonable legal feesfees and expenses (collectively, "Losses") incurred or suffered by any Indemnitee, directly or indirectly caused by or arising out of or resulting from related to any untruth, inaccuracy, error in, or breach of, any representation or warranty of X-Cardia contained in this Agreement, when made or deemed to be made (ic) any breach, misrepresentation or material omission Each of the representations X-Cardia Shareholders, acting through the Representative, (as defined below), will be entitled to be indemnified and warranties made held harmless against and in respect of any Losses incurred or suffered by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the X-Cardia Shareholders, directly or any of them, unless waived in writing indirectly caused by the Buyer, of any covenant or agreement contained in or arising out of this Agreementor related to any untruth, inaccuracy, error in, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws breach of any jurisdiction which are applicable to this Agreement representation or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share warranty of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent Urohealth contained in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant when made or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Datedeemed to be made. (Dd) Any party claiming a right In no event shall the indemnification obligations Pursuant to indemnification hereunder Section 10.1 (b) above exceed in the "Indemnified Party") shall give aggregate the other party from whom indemnification is sought (consideration received by the "Indemnifying Party") prompt written notice of any claimX-Cardia Shareholders pursuant to Article III hereof, demandprovided, actionfurther, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim that all claims for indemnification under this Section pursuant to Section 10.1(b) (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount"except claims for fraud) shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms made exclusively against amounts of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow Merger Consideration not yet received by the Escrow Agent as security for any indemnification obligation X-Cardia Shareholders. Such obligations shall be several, and not joint, in proportion with each X-Cardia Shareholder's ownership of X-Cardia Shares at the Effective Time. In satisfaction of the Company and the Shareholders, or indemnification obligations of any of them, to Buyer X-Cardia Shareholder pursuant to the terms Section 10.1(b), Urohealth shall offset amounts otherwise due such X-Cardia Shareholder as Earn-Out Consideration or Milestone Payments against such indemnification obligations. Any amounts of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.Earn-Out Consideration or

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) twenty-four months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (IJ) and (JK) of Article I, Section 2 1 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the ShareholdersDabbx, jointly xxintly and severallyseverally (except that Dabbx xxxll have no liability with respect to representations and warranties made in Section 3 of Article I), hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in and Dabbx xx this Agreement or in any Exhibit hereto or other documents delivered in connection herewithAgreement, (ii) any breach in any material respect by the Company and/or the Shareholdersand Dabbx, or any xx either of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, Date to which the Employment Agreement to be entered into at the Closing between Chunx xxx ParentCompany is a party, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewithDate, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or Dabbx xx the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. . (C) Notwithstanding anything to the foregoingcontrary set forth above or elsewhere in this Agreement, neither Shareholder shall be responsible for more than his and except with respect to claims arising from, or her pro rata share of such liability based on their respective stock ownership damages suffered by Buyer in connection with, a breach of the Company representations contained in Paragraphs (B) (vi), (G), (J) and (K) of Article I, Section 1 hereof which are addressed below, the Company, Dabbx xxx Optimum in the aggregate shall not have any obligation to indemnify Buyer for, nor pay to Buyer, any amount for any claims or causes of action arising under this Agreement that would cause the aggregate amounts theretofore paid or to be paid by them to exceed the Aggregate Ceiling (as defined below), after which point neither the Company, Dabbx xxx Optimum will have any further obligation to indemnify Buyer. For claims made prior to the first anniversary of the Closing as set forth Date, the Aggregate Ceiling shall be $2,500,000. For claims made on Exhibit or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, the Aggregate Ceiling shall be reduced to $1,250,000 minus fifty (50%) percent of the amounts paid to Buyer with respect to all claims made by Buyer in the first year following the Closing Date, provided that if fifty (50%) of the amounts paid to Buyer on claims made in such first year equal or exceed $1,250,000 in the aggregate, then the Aggregate Ceiling for the second year shall be $0. A heretoclaim shall be deemed to be made under this Agreement when written notice thereof (describing the claim in reasonable detail and specificity) is received by the party to whom a claim is made against. The joint and several indemnification obligations of the Company and Dabbx xxx breaches of the Shareholders pursuant to this Paragraph representations contained in Paragraphs (B) (vi), (G), (J) and (K) of Article I, Section 1 hereof shall not exceed $2,500,000 in the aggregate. Notwithstanding anything to the contrary contained in this Section shall be limited to an aggregate amount not in excess Agreement, the total monetary liability of the Purchase Price. Neither Company, Dabbx xxx Optimum for any claims or causes of action arising under or in connection with this Agreement, shall not exceed $2,500,000 in the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claimsaggregate. (CD) Buyer and Parent hereby agree agrees to indemnify and hold the Company and the Shareholders harmless Dabbx xxxmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or ParentBuyer, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On By joining in the Closing Dateexecution of this Agreement, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered Parent, jointly and severally with Buyer, hereby agrees to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of indemnify and hold the Company and Dabbx xxxmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from any breach, misrepresentation or material omission in the Shareholders, representations and warranties made by Buyer in this Agreement and the failure of Buyer to perform any covenant of or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of agreement in this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (A) The representations All representations, warranties and warranties of the parties herein agreements contained in this Agreement shall survive the closing Closing for a period of the purchase contemplated by this Agreementsix (6) months, notwithstanding any investigation at any time made by or on behalf of the other partyconducted with respect thereto; however, provided that any claims for indemnification in accordance with Article II, Section 2 below a party shall have no liability with respect to any a representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholderswarranty, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on performed or complied with prior to the Closing Date, to the extent that the inaccuracy of such representation and warranty or the failure to perform and comply with such agreement was not intentional and was disclosed in a schedule delivered pursuant to this Agreement. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of Both the Company and the ShareholdersDRGR agree to hold each other harmless on any act either performs other than acts of gross negligence, or any of themmalfeasance, fraud, theft in their efforts to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of perform under this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction DRGR and its Chairman/Chief Executive Officer asserts and indemnifies that DRGR has no pending litigation or disputes of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholdersany kind that could ultimately result in litigation. Furthermore, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholdersrespective parties have conducted, shall remain jointly or will conduct, and severally liable to satisfy the amount are relying solely on their own independent research, investigation and due diligence of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agenteach other, the Company, DRGR, and the Shareholders merits of the proposed transaction set forth herein. All the parties hereto, and Buyer on their individual representatives, agents, and officers release and hold harmless Xxxxx X. Xxxxxx, P.A. and Xxxxx X. Xxxxxx, Esquire, and acknowledge that he and his firm have provided no advice or before legal opinions to either side regarding the Closing Datemerits of the transaction, or legal issues involving securities or transactional law. Among other thingsThe parties herein have been advised of the recommendation to hire respective securities counsel to properly advise them of their rights, the Indemnity Escrow Agreement will provide that on March 31responsibilities, 2000obligations, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied and ramifications pursuant to the terms of said Indemnity Escrow transaction contemplated within this Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (A) 10.1 Survival of Representations and Warranties. The representations and warranties of the parties herein Sellers and Purchaser contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto certificate delivered pursuant to this Agreement will survive the Closing and continue in full force and effect until twelve (12) months after the Closing Date (other than (i) representations and warranties contained in Sections 5.5, 5.7(a) and 5.12, which shall survive the Closing until the expiration of the statute of limitations applicable to the matters addressed therein, and (ii) the representations and warranties contained in Section 5.8, which shall survive the Closing until the eighteen (18) month anniversary of the Closing Date). In addition, no claims will be allowed to be made by NAI or other documents delivered Purchaser under the provisions of this Article X with respect to any breach of a representation and warranty, unless notice of such claim shall have been made in connection herewithrespect thereof on or prior to 5:00 p.m. Pacific Time on the date the relevant survival period for such representation or warranty terminates as provided above. For the avoidance of doubt, any claim made prior to such date will be allowed to be made by NAI or Purchaser notwithstanding the subsequent expiration of the survival period for the applicable representation and warranty. 10.2 Indemnification. STARBURST ASSET PURCHASE AGREEMENT -70- (a) Indemnification by NAI. Subject to the qualifications and limitations in this Article X, if the Closing is consummated, NAI shall indemnify and defend and hold Purchaser, its Control Affiliates, and their directors, officers, partners, employees, representatives and agents (collectively, the "Purchaser Indemnified Parties") harmless against and with respect to, any and all Damages asserted against, imposed upon or incurred by Purchaser Indemnified Parties as a result of any of the following: (i) any inaccuracy or misrepresentation in, or breach of any representation or warranty of, Sellers in this Agreement or the Operative Documents or any breach of any covenant set forth in Section 7.1 of this Agreement, provided that (i) the sole and exclusive remedy for any such inaccuracy, misrepresentation or breach of the first sentence of Section 5.8(c) hereof as of the Closing Date shall be the operation of Section 8.15, and Purchaser Indemnified Parties shall not be entitled to indemnification under this Section 10.2(a) in respect thereof; (ii) any breach in any material respect failure by the Company and/or the ShareholdersSellers to carry out, or perform, satisfy and discharge any of them, unless waived in writing by the Buyer, of any covenant their covenants or agreement contained in or arising out agreements under this Agreement (other than Section 7.1 of this Agreement, ) or any other agreement delivered in connection herewith on the Closing Date, Operative Documents (including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, Transition Services Agreement); (iii) any Excluded Liability or the Business conducted by matter set forth on Section 10.2(g) of the Company prior to the Closing Date and any actions or events associated therewith, Seller Disclosure Schedule; and (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not Permitted Liens described in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, clause (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or clause (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered definition thereof, except to the escrow agent listed on Exhibit A (the "Escrow Agent") extent any such Permitted Lien relates to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingAssumed Liability.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained in this Agreement and any document delivered pursuant to this Agreement shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before Closing until the date eighteen (18) months that is one year following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi“Survival Period”), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be any claim with respect to fraud, criminal activity or willful misconduct on the entire amount part of the Sellers will survive and can be made by a BOCO Indemnified Party at any time. Notwithstanding anything to the contrary in this Section 8.1, the indemnification obligations pursuant to this ARTICLE VIII shall not terminate with respect to any indemnification claim made by a BOCO Indemnified Party prior to the expiration of the applicable Survival Period until such claimsclaim is resolved. (Cb) Buyer From and Parent after the Closing, and subject to the terms of this ARTICLE VIII, the Sellers hereby jointly and severally agree to indemnify indemnify, defend and hold harmless BOCO US and its Affiliates and their respective directors, managers, officers, employees, equity holders, members, partners, agents, attorneys, representatives, successors and assigns (collectively, the Company and the Shareholders harmless “BOCO Indemnified Parties”) from and against against, and pay to the applicable BOCO Indemnified Parties, the amount of any and all claimslosses, liabilities, lossesclaims, obligations, deficiencies, demands, judgments, damages or injuries(including consequential damages), together with interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expensesexpenses (including costs of investigation and defense and reasonable attorneys’ and other professionals’ fees), including reasonable legal feeswhether or not involving a third party claim (individually, arising out of a “Loss” and, collectively, “Losses”) actually incurred by the BOCO Indemnified Parties and solely to the extent based upon, attributable to or resulting from from: (i) any breach, misrepresentation inaccuracy in or material omission in breach of the representations and or warranties made by the Buyer and/or Parent Sellers in Section 2.1, Section 2.2, Section 2.3 and Section 2.4 of this Agreement, ; (ii) any inaccuracy in or breach in any material respect by Buyer and/or Parent, unless waived in writing of the representations or warranties made by the CompanySellers in Section 2.11 of this Agreement; (iii) any inaccuracy in or breach of the representations or warranties made by the Sellers in Section 2.5, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.12, Section 2.13, Section 2.14 and Section 2.15 this Agreement; (iv) any breach or non-performance of any covenant or other agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by on the Escrow Agent as security for any indemnification obligation part of the Company and Sellers under this Agreement or any document delivered pursuant to this Agreement; (v) any breach or non-performance of any covenant or other agreement after the Shareholders, Closing on the part of the Sellers under this Agreement or any document delivered pursuant to this Agreement; (vi) any misuse after the Closing of any Trade Secrets or other Confidential Information solely to the extent related to the Key Products by any of the Sellers or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph their Affiliates; and (Bvii) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction any of the Escrowed Amount until the termination Excluded Assets or any of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingRetained Liabilities.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein Seller and Purchaser contained in this Agreement, or in any certificate or other instrument delivered in connection herewith, shall survive the closing Closing and shall expire upon the first to occur of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless madex) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following after the Closing Date, or (y) the date the Note is paid in full, provided that if any party hereto, before the expiration date of a representation or warranty given by another party hereto, delivers to such other party in good faith a written notice alleging a bona fide breach of such representation or warranty with sufficient detail to identify the claim and the amount of the indemnity being sought, the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations)the matter covered by such notice. Any amounts under the Note not subject to bona fide set-off claims as herein provided shall be paid in full on the scheduled maturity date of the Note. If the Purchaser shall fail to timely pay all amounts due as described in the preceding sentence, all rights of set-off against the Note, including any pending claims, shall be extinguished automatically, and the Purchaser shall have no further rights under Article 7. (Bb) The Company From and after the Shareholdersdate hereof, jointly and severallyat all times subject to (e) below, hereby agree to Seller shall defend, indemnify and hold Buyerharmless Purchaser (each a “Purchaser Indemnified Party”) from, Parent, against and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against in respect of any and all claims, losses, costs, expenses, obligations, liabilities, lossesdamages, damages recoveries and deficiencies (including, without limitation, interest, penalties and reasonable attorneys’ fees) (“Losses”), that such Purchaser Indemnified Party may incur, sustain or injuries, together with costs and expenses, including reasonable legal fees, suffer resulting from or arising out of or resulting from (i) any breach, misrepresentation breach of or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or any inaccuracy in any Exhibit hereto representation or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any warranty of them, unless waived in writing by the Buyer, of any covenant or agreement Seller contained in or arising out of this Agreement, or any other agreement certificate or other document delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders Seller pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, or in any Schedule or Exhibit hereto or thereto, and/or (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of or failure to perform any covenant or agreement of Buyer and/or Parent Seller contained in this Agreement, and/or (iii) the reasonable legal costs and expenses incurred by Purchaser attributable to claims brought against the Purchaser by the following parties: Wxxxxxx’x Inc., Clothing Care, Inc., and Wxxxxxx X. Xxxxxx, Xx., seeking to: (1) enjoin the purchaser from operating business or dispose of its assets; (2) attach or encumber any Purchased Assets or Conveyed Assets (as that term is defined in the Assumption Agreement) or any proceeds generated by the Purchaser in operating its businesses in Virginia, or (3) avoid the transactions effected by this Agreement or the Assignment Agreement; provided that, subject to Section 7.1(e) below, the sole recourse of each Purchaser Indemnified Party with respect to claims under (i), (ii) and (iii) above shall be against the Note (as described in Section 7.1(d) below). (c) From and after the date hereof, Purchaser shall defend, indemnify and hold harmless Seller (each a “Seller Indemnified Party”) from, against and in respect of any and all Losses that such Seller Indemnified Party may incur, sustain or suffer resulting from or arising out of (i) any breach of or any inaccuracy in any representation or warranty of Purchaser contained in this Agreement, or any other certificate or other document delivered by Purchaser pursuant to this Agreement, or in any Schedule or Exhibit hereto or thereto, and/or (iiiii) any breach or failure to perform any covenant or agreement of Purchaser contained in this Agreement, provided that the Business as conducted liability of the Purchaser with respect to such indemnity shall not exceed $1,000,000 in the aggregate, if the Transactions contemplated hereby have closed, and any claims asserted by Buyer and/or Parent, after the Closing DatePurchaser under Section 7.1(a) are bona fide and made in good faith. (Dd) Any party claiming a In the event that any Purchaser Indemnified Party shall have incurred, sustained or suffered any Loss with respect to which it is entitled to be indemnified under Section 7.1(b) above, the sole recourse of such Purchaser Indemnified Party (subject to Section 7.1(e) below) shall be for Purchaser to set-off the full amount of such Loss against the unpaid principal amount the Note, in which event the Note shall be deemed to be automatically amended accordingly. In addition, Purchaser shall have the right to indemnification hereunder (set-off against the "Indemnified Party"unpaid principal amount of the Note the full amount of the Losses arising as a result of breaches by the Companies under Section 3(c) shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000and Section 9(f)(iv) of the four hundred fifty thousand (450,000) shares Assignment Agreement, in which event the unpaid principal Note shall be deemed to be automatically amended accordingly. For the avoidance of doubt, no offsets against the Note contemplated by the previous sentence can be effected for claims asserted after the scheduled maturity date of the Common Stock which is part Note. Upon transfer by the Companies or their designees of the Purchase Price (zxxxx.xxx web-site and 800 number in compliance with Section 9(f)(iv) of the "Escrowed Amount"Assignment Agreement, the Purchaser shall have no right of set-off against the Note with respect to such Section 9(f)(iv). In addition, subject to Section 7.1(e) below, the sole recourse of each Purchaser Indemnified Party with respect to claims under this Section 7.1(d) shall be delivered against the Note. (e) Except as hereinafter provided, Purchaser’s sole remedy with respect to this Article 7 shall be to offset any Losses against the then outstanding principal balance of the Note (as the same may be reduced under Section 1.7 hereof), and there shall be no other recourse against Seller. If, however, the Seller elects to collect upon the Note on the scheduled maturity date, and Parent has paid the Note without effecting one or more of the set-offs that it was entitled to make under this Article 7, notwithstanding anything contained herein to the escrow agent listed contrary, the Seller shall be liable to make indemnity payments to Purchaser under this Article 7 up to an aggregate maximum amount equal to the outstanding principal amount paid in cash by the Purchaser to Seller on Exhibit A account of the Note. The limitation on the Seller’s liability under this Section 7.1 will terminate automatically if the Seller has asserted claims under Section 7.1(c) that are not bona fide and made in good faith. (f) All disputes arising under Section 7.1 of this Agreement (including the "Escrow Agent"scope of this agreement to arbitrate) to shall be held in escrow resolved by binding arbitration which shall be administered by AAA in accordance with AAA’s Commercial Arbitration Rules. The arbitration shall be conducted and the terms of a separate escrow agreement to award shall be entered into between rendered in New York, New York or such other place as the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Datearbitration agree before a single arbitrator that is mutually designated. Each arbitrator shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience in arbitration and in commercial law. The Escrowed Amount will arbitrator shall be held in escrow by required to follow the Escrow Agent as security for any indemnification obligation law of the Company Commonwealth of Massachusetts and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) provisions of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) For purposes of this Section 7.1, Seller and Parent shall be satisfied first by considered the reduction same party to a dispute. The arbitration shall be commenced not later than forty-five (45) days after the scheduled maturity date of the Escrowed Amount until the termination Note, and must be completed within forty-five (45) days of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severallyarbitration’s commencement. The Escrowed Amount does not constitute failure to timely commence and prosecute such arbitration in accordance with this provision shall serve as a limit on the liability of the Company and the Shareholders bar to Buyer any set-off or other recovery hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (A) The representations 8.1 Survival of Representations and warranties Warranties. All representations, warranties, covenants and obligations of the parties herein contained Company, the Company Sub, any Company Stockholders, Parent and Sub in this Merger Agreement, the Company Disclosure Letter, and the Related Documents shall survive the closing of Closing Date and continue in full force and effect until twelve (12) months after the purchase contemplated by Closing Date, except that, notwithstanding anything to the contrary contained in this Merger Agreement, notwithstanding (i) any investigation at any time made by or on behalf breach of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any a representation -12- 13 or warranty must be made (and will be null and void unless madeset forth in Section 4.1(m) on or before the date eighteen (18Section 4.1(r) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following shall survive until the expiration of the applicable statute of limitations)limitation, including any extensions thereof, and (ii) if notice of a Claim (as hereafter defined) is given under Article VIII prior to such expiration date, such Claim shall continue indefinitely until such Claim is finally resolved; provided, however, that the availability of equitable remedies for any breach of any covenant or agreement pursuant to Article VIII shall survive indefinitely. 8.2 Indemnification by the Company and the Company Stockholders. (Ba) The Company and the Shareholders, jointly and severally, hereby agree Company Stockholders shall be obligated to indemnify save and hold Buyer, harmless Parent, and their respective officers, its directors, stockholders, affiliatesofficers, employees, representatives Affiliates, agents and other agents harmless assigns (each an "INDEMNIFIED PARENT PARTY"), from and against any and all Losses (whether or not arising out of third-party claims) and all amounts paid in investigation, liabilitiesdefense or settlement of any of the foregoing (collectively with Losses, losses, damages or injuries, together with costs and expenses, including reasonable legal fees"DAMAGES") incurred in connection with, arising out of or of, resulting from or incident to (i) any breach, misrepresentation breach of any representation or material omission of the representations and warranties warranty made by the Company and/or the Shareholders or by any Management Stockholder in this Agreement Merger Agreement, the Company Disclosure Letter or in any Exhibit hereto or other documents of the Related Documents delivered in connection herewithpursuant hereto, (ii) any breach in of any material respect covenant, obligation or agreement made by the Company and/or the Shareholders, or any Management Stockholder in this Merger Agreement or in any of themthe Related Documents delivered pursuant hereto, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, and (iii) any claim by any Person against Parent, Sub or the Business conducted Surviving Corporation for broker's or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Company prior (or any person acting on the Company's behalf) in connection with the Merger. (b) In addition to the Closing Date indemnification obligations pursuant to Section 8.2(a) hereof and any actions or events associated therewithnotwithstanding anything contained herein to the contrary, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section Company Stockholders shall be limited obligated to an aggregate indemnify, hold harmless, pay and reimburse Indemnified Parent Parties for all Damages, in the aggregate, up to the amount not in excess of the Purchase Price. Neither Merger Consideration, but limited for each Company Stockholder to each such Company Stockholder's Pro Rata Share (except to the Buyer nor extent set forth below), without regard to any of the Parent shall make limitations set forth in Sections 8.1 or 8.6, that are caused by (i) fraud and/or "INTENTIONAL MISREPRESENTATION" by the Company or either of the Management Stockholders of any claim hereunder unless of their representations and until warranties contained in this Merger Agreement, the aggregate amount Company Disclosure Letter or any of such claim exceeds $25,000the Related Documents, and (ii) knowing, intentional or willful breaches by the Company or either of the Management Stockholders of their covenants or agreements contained in this Merger Agreement or any of the Related Documents to which they are parties; provided, however, that if each Company Stockholder shall, with respect to items (i) and (ii) of this Section 8.2(b) be liable only for Damages (A) arising out of his, her or its own fraud or Intentional Misrepresentation or knowing, intentional or willful breaches of his, her or its covenants or agreements contained in this Merger Agreement or any of the aggregate Related Documents to which he, she or it is a party, and (B) up to the amount of claims the Merger Consideration received by such Company Stockholder. For purposes of this Merger Agreement, "INTENTIONAL MISREPRESENTATION" by the Buyer Company or the Parent exceeds $25,000Management Stockholders shall mean a willful and intentional misrepresentation of any facts, information or other matters that are the subject of their representations and warranties or disclosures contained in this Merger Agreement, the obligations Company Disclosure Letter or any of the Related Documents or that are the subject of the covenants or agreements of the Company or the Management Stockholders contained in this Merger Agreement or any of the Related Documents to which they are parties. In determining whether an Intentional Misrepresentation occurred regarding any representations and Shareholders hereunder warranties by the Company or the Management Stockholders, the Management Stockholders shall not be with respect to the entire amount of such claimsdeemed responsible for any other Person's knowledge or intent nor shall there be any constructive or imputed knowledge. (Cc) Buyer The Management Stockholders and Parent hereby the Company each agree to indemnify and hold the Company and the Shareholders harmless from and against notify Parent of any and all claims, liabilities, lossesclaims or misrepresentations, damages breaches or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made other matters covered by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.this

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article IIIII, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen twenty-four (1824) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(viB)(v), (G), (I) and (J) of Article III, Section 2 1 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the ShareholdersShareholder, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themShareholder, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx ParentAgreements (hereafter defined), (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by Virtual, the Shareholders Shareholder or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree agrees to indemnify and hold the Company and the Shareholders Shareholder harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or ParentBuyer, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this SectionSection 2, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party after acknowledgment in writing to the Indemnified Party of its liability and obligation to indemnify hereunder, shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Paragraphs (B) and (C) of Article III, Section 2 hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of Pursuant to the Purchase Price Escrow Agreement, upon receipt by the Escrow Agent thereunder of the Bankruptcy Order, $70,000 from the Escrowed Amount held thereunder (the "Indemnity Escrowed Amount") shall will be delivered to paid over and held by the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate an escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Indemnity Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and and/or the Shareholders, or any of them, Shareholder to Buyer pursuant to the terms of Article IIIII, Section 2Sectxxx 0, Paragraph Xxxxxxxxx (BX) of xx this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Indemnity Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and and/or the Shareholders, jointly and severallyShareholder. The Indemnity Escrowed Amount does not constitute a limit on the liability of the Company and or the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the ShareholdersShareholder shall, shall subject to the limitation provided for in Sectxxx 0, Xxxxxxxxx (X) xxxeof, remain jointly and severally liable to satisfy the amount of such claims which exceed the Indemnity Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000the first anniversary hereof, the Escrow Agent shall deliver pay to the Company or its designee such amount of the Common Stock Indemnity Escrowed Amount then being held by the Escrow Agentremaining, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders Shareholder is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The All representations and warranties of the parties herein contained in this Agreement shall be deemed made at each Closing as if made at such time and shall survive the closing of the purchase contemplated by this Agreementeach Closing for 12 months, notwithstanding any investigation at any time made by or on behalf of the other party, provided except that any claims for indemnification in accordance with Article II, Section 2 below (i) with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or claims notified to the Company before the expiration of the applicable representation or warranty, such claims shall survive until the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi)they are finally liquidated or otherwise resolved, (G), (Iii) Sections 4.10 and (J) of Article I, Section 2 hereof, which must be made within six (6) months following 4.14 shall survive until 30 days after the expiration of the applicable statute of limitations, and (iii) Sections 4.01, 4.02, 4.03, 4.04 and 4.21 shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Company a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. The indemnity contained in Section 10.01(b) shall not be construed to limit or restrict the right of the Investor to seek damages or any other remedy available at law or equity for any breach by the Company of any of its representations, warranties, covenants or agreements under this Agreement. (b) The Company agrees to indemnify and hold harmless the Investor, its partners, affiliates, officers, directors, employees and duly authorized agents and its affiliates and each other person controlling the Investor or any of its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any partner of the Investor from and against all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) or liabilities, which are related to or arise out of any untrue statement or alleged untrue statement of a material fact contained in the Proxy Statement or any Rights Offering Registration Statement (including any prospectus related thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Investor that is supplied by the Investor in writing specifically for inclusion in such Proxy Statement or Rights Offering Registration Statement (including any prospectus related thereto). (Bc) The Company and the Shareholders, jointly and severally, hereby agree Investor agrees to indemnify and hold Buyerharmless the Company, Parent, its Subsidiaries and each of their respective officers, directors, stockholders, affiliates, employees, representatives duly authorized agents and other agents harmless affiliates from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) or liabilities, losses, damages which are related to or injuries, together with costs and expenses, including reasonable legal fees, arising arise out of any untrue statement or resulting from alleged untrue statement of a material fact contained in the Proxy Statement or any Rights Offering Registration Statement (including any prospectus related thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such Losses are caused by any such untrue statement or omission, or alleged untrue statement or omission, based upon information relating to the Investor that is supplied by the Investor in writing specifically for inclusion in such Proxy Statement or Rights Offering Registration Statement (including any prospectus related thereto). (d) A party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claims asserted against the Indemnified Party by a third party (“Third Party Claim”) that would give rise to a right of indemnification under this Agreement shall promptly (i) any breach, misrepresentation or material omission notify the party required to indemnify the Indemnified Party (the “Indemnifying Party”) of the representations Third Party Claim, and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in any reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates actual and material respect by prejudice as a result of such failure. The Indemnifying Party shall have the Company and/or right to defend the Shareholders, or any of them, unless waived Indemnified Party against such Third Party Claim provided that the Indemnifying Party has acknowledged in writing by its obligation to fully indemnify the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement Indemnified Party with respect to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders Third Party Claim pursuant to this Paragraph Section 10.01. (e) If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party, who is reasonably acceptable to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted reasonably diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 10.01(e), provided, however, that the Indemnifying Party shall not consent to the entry of a judgment or enter into any settlement with respect to the matter (i) (A) which does not contain a complete release of all Indemnified Parties, (B) contains a finding of responsibility or liability on the part of any Indemnified Party or the violation of any applicable legal requirement, (C) provides any material sanction or material restriction upon the conduct of any business by any Indemnified Party, or (D) provides for any relief other than monetary damages which are paid in full by the Indemnifying Party , or (ii) without the prior written consent of the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.01, and the Indemnified Party shall be limited bear its own costs and expenses with respect to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000participation; provided, however, that if in the aggregate amount opinion of claims counsel of the Indemnified Party there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to the Indemnified Party in connection with such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (f) If the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.01(e), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.01(e) but fails to reasonably diligently defend or settle the Third Party Claim, then the Indemnified Party shall have the right to defend the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously defended by the Buyer Indemnified Party to a final conclusion or settled (with the Parent exceeds $25,000reasonable costs and expenses of such defense borne by the Indemnifying Party). The Indemnified Party shall have full control of such defense and proceedings; provided, however, that the obligations Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Company Indemnifying Party’s consent, which shall not be unreasonably withheld or delayed. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.01(f), and Shareholders hereunder the Indemnifying Party shall be bear its own costs and expenses with respect to the entire amount of such claimsparticipation. (Cg) Buyer and Parent hereby The parties agree to indemnify and hold the Company and the Shareholders harmless from and against any and treat all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties indemnification payments made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On Section 10.01 or otherwise under this Agreement as an adjustment to the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Share Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security capital contributions for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingTax purposes.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained shall survive the closing of the purchase Merger contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, this Section 2 below 6.02 with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen twenty-four (1824) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(viXxxxxxx 0.00(x), (Gx)(x), (Ix), (x), (x), (x) and (J) of Article I, Section 2 hereofn), which must be made within six (6) months following the expiration of the applicable statute of limitations)) and except in the case of representations made in Section 5.03, which must be made within three years after the Closing Date. (Bb) The Company and the ShareholdersEach Shareholder hereby agrees to, jointly and severally, hereby agree to indemnify and hold Buyerthe Parent and Merger Subsidiary, and after the Closing Date, Surviving Corporation and Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, claims liabilities, losses, taxes, damages or injuries, together with costs and expenses, including reasonable legal feesfees (individually, each a "Loss and collectively "Losses") arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themShareholder, unless waived in writing by the BuyerMerger Subsidiary, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx ParentAgreements (hereafter defined), (iii) any and all, Losses, damages or injuries arising out of any failure of the Business conducted by Merger to qualify as a Section 368 reorganization, other than as the Company prior direct consequence of any breach of a representation or warranty in Section 5.03; (iv) any and all sales, use, value added, stamp, transfer or other similar taxes arising from the transactions contemplated herein, (v) any and all liabilities arising out of or relating to the Closing Date and any actions or events associated therewithCompany's profit sharing plan, (ivvi) any and all liabilities of the CompanyCompany arising, other than exiting or accruing prior to the Assumed Liabilities, and Closing Date except for: (vx) any failure by the Shareholders or obligations of the Company to comply perform services with any provisions of respect to deferred revenue at Closing, if any; and (y) the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoingtrade accounts payables, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership accrued expenses and certain other liabilities of the Company as of the Closing Date as set forth on Exhibit A hereto. The obligations 6.02(b); (vii) any Loss resulting --------------- from the tax audits disclosed on Exhibit 5.01(g) and; (viii) any and all liabilities arising out of or relating to oral agreements of the Company and except to the Shareholders pursuant to this Paragraph extent expressly disclosed on Exhibit 5.01(c)(i)(2) (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000collectively, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims"Indemnified Liabilities"). (Cc) Buyer and Parent The Merger Subsidiary hereby agree agrees to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Merger Subsidiary in this Agreement, or (ii) any breach in any material respect by the Merger Subsidiary, unless waived in writing by the Shareholders, of any covenant or agreement of the Merger Subsidiary contained in or arising out of this Agreement. (d) The Parent hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Parent or the Merger Subsidiary in Section 5.03 of this Agreement, (ii) any breach in any material respect by Buyer and/or the Parent, unless waived in writing by the CompanyShareholders, of any covenant or agreement of Buyer and/or the Parent contained in or arising out of Section 4.03(d) or Article VII of this Agreement, Agreement or (iii) any Loss incurred by Xxxxx X. Xxxxxxxx, Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxxx with respect to their personal guaranty of the Business as conducted by Buyer and/or Parentoffice lease covering 00 Xxxxxx Xxxxxx, after Xxxxxxxxx, Xxxxxxxxxxxxx dated August 30, 1995 described in the Closing Datelease referenced on Exhibit 5.01(c)(i)(3). (De) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this SectionSection 6.02, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 6.02(b), (c) and (d) however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any litigation and settlement discussions. The Indemnifying Party shall have the right to settle any third party claim provided (i) it results in no Loss to the Indemnified Party, and (ii) the Indemnifying party obtains a full general release in favor of the Indemnified Party with respect to said third party claims. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. (Ef) On The Surviving Corporation and/or the Closing Date, one hundred twenty thousand (120,000) Parent shall have the right to defer any payment of the four hundred fifty thousand (450,000) shares Earnout Amount not yet then paid to Shareholders, for the amount of any claim for indemnification against the Common Stock Shareholders under this Section 6.02 which is part of the Purchase Price (the "Escrowed Amount") has not been Finally Determined. The Earnout Amount due to Shareholders shall be delivered subject to offset for the escrow agent listed on Exhibit A amounts Finally Determined (the "Escrow Agent"as hereafter defined) to be held in escrow in accordance with the terms subject to indemnification under Section 6.02(b). "Finally Determined" means a final, non appealable judgment from a court of a separate escrow competent jurisdiction or written agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation Shareholders, Merger Subsidiary and Parent regarding disposition of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingclaim.

Survival of Representations and Warranties Indemnification. (A) 8.1 Survival of Representations, Warranties and Covenants. The parties, intending to contractually shorten the applicable statute of limitations, hereby agree that the representations and warranties of the parties herein Company and the Founders contained shall survive the closing in Article II of the purchase contemplated by this Agreement, notwithstanding or in any investigation at any time made certificate or other instrument delivered by or on behalf the Company and the Founders pursuant to this Agreement (the “Certificates”), and of the other party, provided that any claims for indemnification Company Stockholders contained in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made III of this Agreement shall expire twelve (and will be null and void unless made) on or before the date eighteen (1812) months following the Closing Date (except the date of expiration of such twelve (12) month period, the “Survival Date”); provided, however, that, in the event of fraud or the willful breach of any representation or warranty of the Company, the Founders, the Company Stockholders contained in this Agreement or the Certificates, such representation or warranty shall survive without limitation; provided further, that (i) the representations and warranties of the Company and the Founders contained in Section 2.10 (Tax Matters) shall survive until sixty (60) days after the expiration of the statute time-bar under NZ Tax Law or applicable statutes of limitations, as applicable, (ii) the representations and warranties of the Company and the Founders contained in Section 2.13 (Intellectual Property) shall survive until second anniversary of the Closing Date, and (iii) the representations and warranties of the Company and the Founders contained in Section 2.1(a) (Organization of the Acquired Entities), Section 2.3 (Company Capital Structure), Section 2.4 (Authority and Enforceability), and Section 3.1 (Ownership of Company Shares) (such representations and warranties of the Company described in clauses (i), (ii) and (iii) above, the “Surviving Representations”) shall survive without limitation; provided further, that the covenants of the Company and the Founders shall survive without limitation. The representations and warranties of Parent and Buyer contained in this Agreement and in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. In the event an Officer’s Certificate asserting a breach of a representation or warranty is delivered before the date on which such representation or warranty ceases to survive (in the case of the representations contained and warranties that survive until the Survival Date, which survival period is not being extended beyond the Survival Date by this parenthetical, such delivery may be made before 5:00 p.m., local time at Buyer’s corporate headquarters in Paragraphs California, on the date that is fifteen (B)(vi15) days after the Survival Date (the “Escrow Release Time”)), (G), (I) and (J) then the claims arising in connection with such Officer’s Certificate shall survive for the benefit of Article I, Section 2 hereof, which must be made within six (6) months following all Parent Indemnified Parties beyond the expiration of the applicable statute of limitations)survival period for such representation or warranty. (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The Notwithstanding any right of any party to the Agreement to fully investigate the affairs of any other party to the Agreement and notwithstanding any knowledge of facts determined or determinable by any party pursuant to such investigation or right of investigation, each party to the Agreement has the right to rely fully upon the representations and warranties of any other party to the parties herein Agreement contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Schedule or Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant closing certificate furnished or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted furnished by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, such other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable party pursuant to this Agreement or in connection with the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claimsMerger. (Cb) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the All representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Acquiror contained herein and in the Schedules and the Exhibits hereto and in any closing certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and the Closing; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the representations and warranties set forth in Articles IV, V and VI of this Agreement, and in the Schedules and Exhibits hereto and in any closing certificate delivered in connection herewith, relating to matters that would be expected to be resolved by an audit conducted in accordance with generally accepted auditing standards shall survive the execution and delivery of this Agreement and the Escrow Agreement and the Closing Date. Among until the date of issuance of the report of Acquiror's independent public accountants with respect to the first audit of financial statements containing combined operations of Acquiror and the Company (the "AUDIT DATE"), unless a notice of claim of a breach of such representation or warranty shall have been given prior to such date; and provided further that all other thingsrepresentations and warranties set forth in Articles IV, V and VI of this Agreement and in the Indemnity Schedules and Exhibits hereto and in any closing certificate delivered in connection herewith shall survive the execution and delivery of this Agreement and the Escrow Agreement will provide that on March 31and the Closing until the first anniversary of the Effective Time, 2000, unless a notice of claim of a breach of such representation or warranty shall have been given prior to such date. Nothing in this Agreement or the Escrow Agent Agreement shall deliver be deemed to limit any right or remedy of any party at law or in equity or for criminal activity or fraud. (c) With respect to claims arising in connection with actions or omissions of the Company or its designee any of the Common Stock then being held by officers, directors, agents, employees or shareholders of the Escrow Agent, if any, as has not previously been applied pursuant Company which occurred prior to the terms Effective Time or claims arising in connection with the negotiation and consummation of said Indemnity Escrow the transactions contemplated by this Agreement, unless an in each case only to the extent that such claim results in a breach of representation or warranty contained herein, each of the Shareholders hereby agrees that he will not make any claim for indemnification claim by Buyer against the Company and/or by reason of the Shareholders fact that he was a director, officer, employee, or agent of any the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is then pendingfor judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by Acquiror or Acquiror Sub against the Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise). (d) The parties to this Agreement agree to indemnify one another and to grant each other the respective rights with regard thereto as are set forth in the Escrow Agreement set forth as EXHIBIT 2.02 to this Agreement.

Survival of Representations and Warranties Indemnification. (Aa) Except with respect to the representations and warranties set forth in §§4.01, 4.02, 4.03, 4.11, 4.14, 5.01, 5.03, 5.04, 6.01 and 6.02, all representations and warranties of Company, the Shareholders and AKC contained herein and in the Schedules hereto and in any closing certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and the Closing until the second anniversary of the date of the Closing. The representations and warranties of Company, the parties herein Shareholders and AKC contained in §§4.01, 4.02, 4.03, 4.14, 5.01, 5.03, 5.04, 6.01 and 6.02 shall survive indefinitely. The representations and warranties of Company contained in §4.11 shall survive until the closing seventh anniversary of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf date of the other partyClosing. (b) Each of the Shareholders hereby agrees that it, provided that he or she will not make any claims claim for indemnification in accordance with Article IIagainst Company by reason of the fact that it, Section 2 below he or she was an officer, employee or agent of Company or any Affiliate of Company, or was serving at the request of any such entity as a partner, trustee, officer, employee or agent of Company or any Affiliate of Company, with respect to any representation -12- 13 action, suit, proceeding, complaint, claim or warranty must be made (and will be null and void unless made) on demand brought by AKC or before Merger Sub against the date eighteen (18) months following Shareholders to the Closing Date (except in the case of representations contained in Paragraphs (B)(vi)extent that such action, (G)suit, (I) and (J) of Article Iproceeding, Section 2 hereofcomplaint, which must be made within six (6) months following the expiration claim or demand arises from any breach by any of the applicable statute Shareholders of limitations)any of its, his or her covenants, representations or warranties hereunder, or is a claim by AKC, Merger Sub or the Surviving Company for indemnification under this Agreement. (Bc) The Company Shareholders jointly and severally hereby agree to defend, indemnify and hold harmless AKC, Merger Sub and the ShareholdersSurviving Company against and from any and all claims, demands, causes of action, losses, costs, damages and expenses (including, without limitation, court costs, interest, penalties and reasonable attorneys’ fees) (collectively referred to herein as the “Indemnity Claims”) incurred or suffered by AKC, Merger Sub or the Surviving Company which are attributable, in whole or in part, to: (i) a breach or inaccuracy of any representation or warranty of Company or the Shareholders contained in this Agreement, or (ii) failure of Company or the Shareholders to pay any obligation or perform any covenant required to be paid or performed by Company or the Shareholders pursuant to this Agreement. The Shareholders shall be entitled to pay claims of indemnification asserted against it, him or her by payment of cash or by transferring to AKC Merger Shares received by the Shareholders at a value of $1.00 per share (with any such claims which are satisfied by the distribution of Merger Shares from the escrow pursuant to the Escrow Agreement being treated as Merger Shares so transferred to AKC). However, and notwithstanding anything to the contrary in this Agreement, any indemnification by the Shareholders shall be limited to the distribution of Merger Shares from the escrow pursuant to the Escrow Agreement during the period the Merger Shares are held in the escrow and the Shareholders shall not otherwise be liable for any indemnification pursuant to this Agreement. (d) AKC, Merger Sub and the Surviving Company, jointly and severally, hereby agree to defend, indemnify and hold Buyer, Parent, harmless Company and the Shareholders and their respective officerspersonal representatives, directorsheirs, stockholders, affiliates, employees, representatives successors and other agents harmless assigns against and from and against any and all claimsIndemnity Claims incurred or suffered by Company or the Shareholders or its, liabilitieshis or her heirs, lossessuccessors and assigns which are attributable, damages in whole or injuriesin part, together with costs and expenses, including reasonable legal fees, arising out of or resulting from to (but only to the extent caused by): (i) any breach, misrepresentation a breach or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, inaccuracy of any covenant representation or agreement warranty of AKC, Merger Sub or the Surviving Company contained in or arising out of this Agreement, or (ii) failure of AKC, Merger Sub or the Surviving Company to pay any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement obligation or perform any covenant required to be entered into at the Closing between Chunx xxx Parentpaid or performed by AKC, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders Merger Sub or the Surviving Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section Agreement. AKC, Merger Sub and the Surviving Company shall be limited entitled to an aggregate amount not in excess pay claims of indemnification asserted against any of them by payment of cash or by issuing shares of the Purchase Price. Neither AKC Common Stock at a value of $1.00 per share. (e) If any action, suit, investigation or proceeding shall be threatened or commenced by a third party, in respect of which any party hereunder (an “Indemnified Party”) may demand indemnification hereunder, the Buyer nor Indemnified Party shall notify the Parent shall make any claim party obligated to indemnify such party hereunder unless and until (the aggregate amount “Indemnifying Party”) to that effect within ten (10) days after the Indemnified Party becomes aware of such claim exceeds $25,000action, suit, proceeding or investigation and the Indemnifying Party shall have the opportunity to defend against such action, suit, proceeding or investigation (or, if the action, suit, proceeding or investigation involves to a significant extent matters beyond the scope of the indemnity agreement contained herein, those claims that are covered hereby); provided, however, that if the aggregate amount failure to give notice within the time frame set forth above shall not result in the waiver or loss of claims by any right of indemnification hereunder unless, and then only to the Buyer or the Parent exceeds $25,000extent that, the obligations of Indemnifying Party is actually prejudiced by such failure. If the Company Indemnifying Party elects to assume the full responsibility for and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and defend against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which investigation, then the Indemnifying Party shall notify the Indemnified Party intends to base that effect within ten (10) days after receipt of notice from the Indemnified Party. The Indemnified Party shall have the right to employ its, his or her own counsel and participate in the defense, but the fees and expenses of counsel shall be at the expense of the Indemnified Party unless (i) the employment of counsel at the expense of the Indemnifying Party shall have been authorized in writing by the Indemnifying Party in connection with the defense of the action, suit, proceeding or investigation or (ii) the Indemnifying Party shall have decided not to defend against the action, suit, proceeding or investigation. Any party granted the right to direct the defense of a claim for hereunder shall: (A) keep the other fully informed of the action, suit, proceeding or investigation at all stages thereof whether or not represented, (B) promptly submit to the other copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the action, suit, proceeding or investigation, (C) permit the other and its, his or her counsel, to the extent practicable, to confer on the conduct of the defense of the action, suit, proceeding or investigation, and (D) to the extent practicable, permit the other and its, his or her counsel an opportunity to review all legal papers to be submitted prior to the submission. The parties shall make available to each other and each other’s counsel and accountants all of its, his, her or their books and records relating to the action, suit, proceeding or investigation. The parties shall use their respective good faith efforts to avoid the waiver of any privilege of any party. The assumption of the defense of any matter by an Indemnifying Party shall not in any manner impair or restrict such Indemnifying Party’s right to later seek indemnification under this Section (E) On Agreement with respect to such matter. An Indemnifying Party may elect to assume the Closing Datedefense of a matter at any time during the pendency of such matter, one hundred twenty thousand (120,000) even if initially such Indemnifying Party did not elect to assume such defense, so long as such assumption at such later time would not prejudice the rights of the four hundred fifty thousand (450,000) shares Indemnified Party. No settlement of a matter by the Common Stock which is part of the Purchase Price (the "Escrowed Amount") Indemnified Party shall be delivered to the escrow agent listed binding on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms an Indemnifying Party for purposes of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Datesuch Indemnifying Party’s indemnification obligations hereunder. The Escrowed Amount will be held in escrow foregoing indemnification procedure shall not apply to actions, suits or other proceedings instituted by any party to this Agreement arising out of any breach or alleged breach by another party of its, his or her representations or warranties or the Escrow Agent as security for failure or alleged failure by another party to pay any indemnification sum due or to perform any other obligation of the Company and the Shareholders, or any of them, to Buyer pursuant such party according to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B; provided, however, that the indemnities set forth in §§8.03(c) and 8.03(d) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement remain in full force and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingeffect.

Survival of Representations and Warranties Indemnification. (Aa) The several representations and warranties, covenants and agreements of the parties contained in this Agreement (or in any document delivered in connection herewith) shall be deemed to have been made on the date of this Agreement and on the Closing Date, shall be deemed to be material and to have been relied upon by Purchaser or Sellers, as the case may be, notwithstanding the Closing of the transactions contemplated hereby or any investigation made by Purchaser or Sellers, shall survive the Closing Date and, except as otherwise specifically provided in this Agreement, shall remain operative and in full force and effect for a period of two years following the Closing Date, except as to any matters with respect to which a bonafide written claim shall have been made or an action at law or in equity shall have commenced before such date, in which event survival shall continue (but only with respect to, and to the extent of, such claim) until the final resolution of such claim or action, including all applicable periods for appeal; provided, however, that the representations and warranties of the parties herein contained in Section 3.5 (Title to SLSJ Assets) shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following until the expiration of the applicable statute of limitations)limitations applicable to claims with respect to the matters covered by such representations and warranties and the representations and warranties contained in Section 3.20 (Taxes) shall survive for the period specified in Section 16.3. (Bb) The Company Journal Register and the Shareholders, each Seller jointly and severally, hereby agree to severally shall indemnify and hold BuyerPurchaser and its affiliates, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives agents and other agents successors and assigns harmless from and against against: (i) any and all claimsloss, liabilitiescost, lossesliability, damages or injuries, together with costs damage and expenses, expense (including reasonable legal fees, and other expenses incident thereto) (a "Loss") arising out of or resulting from (i) any breachinaccuracy, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any representation, warranty, covenant or agreement contained in of Journal Register or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to Sellers under this Agreement or (including the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A Schedules and Exhibits hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000); provided, however, that if for purposes of this Section 19(b), all such representations, warranties, covenants and agreements of the aggregate amount Journal Register or Sellers, other than the representations and warranties in Section 3.11, the third sentence of claims Section 3.22 and Section 3.23 shall be deemed to have been made by the Buyer Journal Register or Sellers without any qualification as to MAE, materiality or Knowledge; (ii) any and all liability of the Suburban Journals or the Parent exceeds $25,000Journal Register Parties that is an Excluded Obligation; subject to the condition that Purchaser shall have given Journal Register and Seller prompt written notice of, and an opportunity to defend, any and all such asserted liabilities; and (iii) in addition to the obligations Taxes for which Sellers have agreed in Section 16 to indemnify Purchaser, its affiliates and The Ladue News, Inc., any and all liability for income Taxes of any member of the Company consolidated or combined group of corporations in which The Ladue News, Inc. has been a member for which The Xxxxx News, Inc. may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. The indemnification provided for in this Section 19(b) shall apply only to all Losses, as described in subpart (i) above, of any amount claimed under this Section 19(b) from and Shareholders hereunder after the point such a single Loss or an aggregate of such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the indemnification provided for in this Section 19(b) shall be not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that these limitations on the indemnification obligation of Sellers shall not apply (A) to any amount owed by Sellers to Purchaser in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) to any Loss arising out of or related to any failure of Sellers to discharge the Excluded Obligations, (C) to any amount owed by Sellers to Purchaser in connection with any brokers' fees described in Section 17, (D) to any amount owed by Sellers to Purchaser in connection with the expense reimbursement described in Section 22 or (E) any Loss due to fraud. The Journal Register Parties shall not have liability under this Section 19(b) or otherwise with respect to the entire amount representations and warranties in this Agreement in excess of $16,500,000 in the aggregate except with respect to any fraudulent or intentional misrepresentation or breach. No claim for Loss shall be made or appropriate where such claimsLoss was included as a Current Liability or asset reserve in determining the Working Capital or Closing Date Working Capital Amount or if such Loss is covered by insurance except to the extent of any deductible. Except with respect to any fraudulent or intentional misrepresentation or breach, the indemnity agreement in this Section 19(b) shall be the exclusive liability for breach of the representations and warranties of the Journal Register Parties set forth in this Agreement; provided, however, that this limitation shall not foreclose any rights or remedies of the Purchaser at law or in equity to enforce the other provisions of this Agreement. (Cc) Buyer Purchaser and Parent hereby agree to Pulitzer, jointly and severally, shall indemnify and hold the Company Journal Register Parties and the Shareholders their respective affiliates, officers, directors, stockholders, employees, agents and successors and assigns harmless from and against against: (i) any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, Losses arising out of or resulting from (i) any breachinaccuracy, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any representation, warranty, covenant or agreement of Buyer and/or Parent contained in Pulitzer or arising out of Purchaser under this Agreement, or (iii) provided the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") Journal Register Parties shall give the other party from whom indemnification is sought (the "Indemnifying Party") have given prompt written notice to Purchaser of such breach and an opportunity to defend any claim, demand, action, suit, proceeding or discovery other asserted liability; and (ii) any and all liabilities of fact upon which the Indemnified Party intends Suburban Journals or of Purchaser or Pulitzer, including any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including legal and other expenses incident thereto), resulting from the Assumed Obligations or from causes of action or claims of any kind asserted by unrelated third parties arising from actions or omissions of Purchaser, Pulitzer or any of the Suburban Journals on or after the Closing Date; subject to base a claim the condition that the Journal Register Parties shall have given Purchaser prompt written notice 6f, and an opportunity to defend, any and all such asserted liabilities. The indemnification provided for indemnification in this Section 19(c) shall apply to all Losses, as described in subpart (i) above, of any amount claimed under this Section Section 19(c) from and after the point such a single Loss or an aggregate of several such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the indemnification provided for in this Section 19(c) shall not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that this limitation on the indemnification obligation of Purchaser shall not apply to (A) any amount owed by Purchaser to Sellers in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) any Loss arising out of or related to any failure of Purchaser to discharge the Assumed Obligations, (C) any Loss arising out of or related to any failure of Purchaser to satisfy its obligations under Section 2.4(b), (D) to any amount owed by Purchaser to Sellers in connection with any brokers' fees described in Section 17, and (E) On any Loss due to fraudulent or intentional misrepresentation or breach. Purchaser shall not have liability under this Section 19(c) or otherwise with respect to the Closing Daterepresentations and warranties in this Agreement in excess of $16,500,000 in the aggregate except with respect to any fraudulent or intentional misrepresentation or breach. Except with respect to any fraudulent or intentional misrepresentation or breach, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount"indemnity agreement in this Section 19(c) shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security exclusive liability for any indemnification obligation breach of the Company representations and warranties of Pulitzer or the ShareholdersPurchaser set forth in this Agreement; provided, however, that this limitation shall not foreclose any rights or any remedies of them, the Journal Register Parties at law or in equity to Buyer pursuant to enforce the terms of Article II, Section 2, Paragraph (B) other provisions of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained in Articles 4 and 5 of this Agreement shall survive for a period of six months from the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the effective date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following 52 provided, however, that the expiration representation in Section 5.6 hereof shall survive for a period of two years from the applicable statute of limitations)effective date hereof. (Bb) The Company Vendell and the Shareholders, each Vendell Subsidiary jointly and severally, hereby in accordance with the Escrow Agreement, agree to indemnify and hold harmless Buyer, Parentand each officer, director, employee, shareholder or other agent thereof and their respective officersestates (each being a "Buyer Indemnified Party"), directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, losses, damages, liabilities, lossesand expenses (including without limitation, damages or injuries, together with settlement costs and expenses, including reasonable any legal fees, arising out or other fees or expenses for investigating or defending any actions or threatened actions) reasonably incurred by such Buyer Indemnified Party in connection with each and all of or resulting from the following: (i) any breach, misrepresentation or material omission breach of the representations and warranties any warranty made by Seller in this Agreement; (ii) the Company and/or the Shareholders nonfulfillment or breach of any covenant, agreement, or obligation of Seller contained in or contemplated by this Agreement; (iii) any misrepresentation or breach of any warranty contained in any statement, certificate, or other document executed by Seller pursuant to this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect with the transaction contemplated by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, ; (iv) any and all liabilities misrepresentation or breach of the Companywarranties of Seller made in Section 4.14 hereof, with such representations and warranties being construed as if they were not qualified by the knowledge of Seller, to the extent such misrepresentation or breach is based upon alleged breach of or noncompliance with healthcare regulatory Laws and are alleged in a third party claim, whether brought by a Governmental or Regulatory Authority or any other than the Assumed Liabilities, and Person; and (v) any failure attempt (whether or not successful) by the Shareholders any person to cause or the Company require such Buyer Indemnified Party to comply with pay or discharge any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more Liability other than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claimsAssumed Liability. (Cc) Buyer and Parent hereby agree to indemnify CCS shall, indemnify, defend, and hold the Company harmless, Vendell, each Vendell Subsidiary and the Shareholders harmless each officer, director, employee, shareholder, or other agent thereof and their respective estates (each being a "Seller Indemnified Party"), from and against any and all claims, losses, damages, liabilities, lossesand expenses (including, damages or injurieswithout limitation, together with settlement costs and expenses, including reasonable any legal fees, arising out or other fees or expenses for investigating or defending any actions or threatened actions) reasonably incurred by such Seller Indemnified Party in connection with each and all of or resulting from the following: (i) any breach, misrepresentation or material omission in the representations and warranties breach of any warranty made by the Buyer and/or Parent Seller in this Agreement, ; (ii) any the nonfulfillment or breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant covenant, agreement, or agreement obligation of Buyer and/or Parent Seller contained in or arising out of contemplated by this Agreement, or ; (iii) any misrepresentation or breach of any warranty contained in any statement, certificate, or other document executed by Seller pursuant to this Agreement or in connection with the Business as conducted transactions contemplated by Buyer and/or Parent, after the Closing Datethis Agreement; and (iv) any attempt (whether or not successful) by any person to cause or require such Seller Indemnified Party to pay or discharge any Assumed Liabilities. (Dd) Any Subject to the provisions of the Escrow Agreement, if in effect, an indemnified party claiming a right to indemnification hereunder (shall promptly notify the "Indemnified Party") shall give the other indemnifying party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suitor proceeding for which indemnification will be sought under this Section 7.17 of this Agreement, and, if such claim, demand, action, or proceeding is a third party claim, demand, action, or discovery proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action, or proceeding. In connection with any such third party claim, demand, action, or proceeding, Buyer and Seller shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action, or proceeding shall be settled without the prior written consent of fact upon which the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action, or proceeding and the indemnifying party proposes to accept such settlement, and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action, or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action, or proceeding is greater than the amount of the proposed settlement. (e) Until all Buyer Indemnified Parties have incurred losses aggregating $100,000, no amounts shall be paid to the Buyer Indemnified Party intends seeking indemnification from the Escrow Fund or otherwise. In the event such losses exceed $100,000 in the aggregate, the Buyer Indemnified Parties shall be entitled to base a claim payment from the Escrow Fund for all losses suffered which exceed $100,000, but shall not be authorized to otherwise seek monetary recourse from Vendell or the Vendell Subsidiaries. The aggregate monetary Damages of Vendell and the Vendell Subsidiaries to Buyer hereunder shall not exceed $500,000. (f) Buyer shall assert all claims for indemnification under this Section (E) On pursuant to Section 7.17(b), if at all, on or before the date which is six months from the Closing Date. Seller shall assert all claims for indemnification pursuant to Section 7.17(c), if at all, on or before the date which is six months from the Closing Date, one hundred twenty thousand (120,000) except for a claim based on the breach of the four hundred fifty thousand (450,000) shares representations of the Common Stock Section 5.6 hereof, which is part of the Purchase Price (the "Escrowed Amount") claim shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer asserted on or before the date which is two years from the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen twelve (1812) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(viB)(v), (G), (I), (J) and (JK) of Article I1, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and Safeguard Scientifics Inc., an investor in the Shareholders-10- 11 Company, jointly and severally, severally hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breachbreach (including, without limitation, the Company's breach of its guarantee under Section 3 of this Article), misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx ParentAgreement, (iii) the Devcom Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and and, (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder the liability of Safeguard Scientifics Inc. under the preceding sentence shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership not exceed Three Hundred Thousand ($300,000) Dollars, exclusive of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph Escrow Amount (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claimshereafter defined). (C) Buyer and Parent hereby agree agrees to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Devcom Business as conducted by Buyer and/or ParentBuyer, after the Closing Date, or (iv) the Assumed Liabilities. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this SectionSection 2, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Paragraphs (B) and (C) of Article II, Section 2 hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to (E) On the Closing Date, one hundred twenty thousand ten (120,00010%) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part percent of the Purchase Price (the "Escrowed Amount") shall be delivered paid to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate an escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholdersand/or Safeguard Scientifics, jointly and severally. Inc. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of shall, subject to the Shareholderslimitation provided for in Sectxxx 0, shall Xxxxxxxxx (X) xxxeof, remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000the second anniversary hereof, the Escrow Agent shall deliver pay to the Company or its designee the Common Stock then being held by such amount of the Escrow AgentAmount then remaining, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending. The Escrowed Amount shall also be available to cover any shortfall on the collection of the Closing Accounts Receivables pursuant to Section 3 below of this Article II. (F) By joining in the execution of this Agreement, Parent, jointly and severally with Buyer, hereby agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from any breach, misrepresentation or material omission of any of the representations and warranties made by Buyer in this Agreement relating to Parent. (G) By joining in the execution of this Agreement, the Executives jointly and severally hereby agree to indemnify and hold Buyers and Parent harmless from and against any and all claims, liabilities, losses, damages, or injuries, together with costs and expenses, including reasonable legal fees, arising from a breach of their restrictive covenants set forth in Section 1 above in this Article II notwithstanding any equitable remedies which may also be available. (H) The obligations of the Company pursuant to Paragraph (B) of this Section and the obligations of the Buyer pursuant to Paragraph (C) of this Section shall, in each case, be limited to an aggregate amount not in excess of the Purchase Price. Neither the

Survival of Representations and Warranties Indemnification. (A1) The several representations and warranties, covenants and agreements of the parties contained in this Agreement (or in any document delivered in connection herewith) shall be deemed to have been made on the date of this Agreement and on the Closing Date, shall be deemed to be material and to have been relied upon by Purchaser or Sellers, as the case may be, notwithstanding the Closing of the transactions contemplated hereby or any investigation made by Purchaser or Sellers, shall survive the Closing Date and, except as otherwise specifically provided in this Agreement, shall remain operative and in full force and effect for a period of two years following the Closing Date, except as to any matters with respect to which a bona fide written claim shall have been made or an action at law or in equity shall have commenced before such date, in which event survival shall continue (but only with respect to, and to the extent of, such claim) until the final resolution of such claim or action, including all applicable periods for appeal; provided, however, that the representations and warranties of the parties herein contained in Section 3.5 (Title to SLSJ Assets) shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following until the expiration of the applicable statute of limitations)limitations applicable to claims with respect to the matters covered by such representations and warranties and the representations and warranties contained in Section 3.20 (Taxes) shall survive for the period specified in Section 16.3. (B2) The Company Journal Register and the Shareholders, each Seller jointly and severally, hereby agree to severally shall indemnify and hold BuyerPurchaser and its affiliates, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives agents and other agents successors and assigns harmless from and against against: (1) any and all claimsloss, liabilitiescost, lossesliability, damages or injuries, together with costs damage and expenses, expense (including reasonable legal fees, and other expenses incident thereto) (a "LOSS") arising out of or resulting from (i) any breachinaccuracy, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any representation, warranty, covenant or agreement contained in of Journal Register or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to Sellers under this Agreement or (including the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A Schedules and Exhibits hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000); provided, however, that if for purposes of this Section 19(b), all such representations, warranties, covenants and agreements of the aggregate amount Journal Register or Sellers, other than the representations and warranties in Section 3.11, the third sentence of claims Section 3.22 and Section 3.23 shall be deemed to have been made by the Buyer Journal Register or Sellers without any qualification as to MAE, materiality or Knowledge; (2) any and all liability of the Suburban Journals or the Parent exceeds $25,000Journal Register Parties that is an Excluded Obligation; subject to the condition that Purchaser shall have given Journal Register and Seller prompt written notice of, and an opportunity to defend, any and all such asserted liabilities; and (3) in addition to the obligations Taxes for which Sellers have agreed in Section 16 to indemnify Purchaser, its affiliates and The Ladue News, Inc., any and all liability for income Taxes of any member of the Company consolidated or combined group of corporations in which The Ladue News, Inc. has been a member for which The Ladue News, Inc. may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. The indemnification provided for in this Section 19(b) shall apply only to all Losses, as described in subpart (i) above, of any amount claimed under this Section 19(b) from and Shareholders hereunder after the point such a single Loss or an aggregate of such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the indemnification provided for in this Section 19(b) shall be not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that these limitations on the indemnification obligation of Sellers shall not apply (A) to any amount owed by Sellers to Purchaser in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) to any Loss arising out of or related to any failure of Sellers to discharge the Excluded Obligations, (C) to any amount owed by Sellers to Purchaser in connection with any brokers' fees described in Section 17, (D) to any amount owed by Sellers to Purchaser in connection with the expense reimbursement described in Section 22 or (E) any Loss due to fraud. The Journal Register Parties shall not have liability under this Section 19(b) or otherwise with respect to the entire amount representations and warranties in this Agreement in excess of $16,500,000 in the aggregate except with respect to any fraudulent or intentional misrepresentation or breach. No claim for Loss shall be made or appropriate where such claimsLoss was included as a Current Liability or asset reserve in determining the Working Capital or Closing Date Working Capital Amount or if such Loss is covered by insurance except to the extent of any deductible. Except with respect to any fraudulent or intentional misrepresentation or breach, the indemnity agreement in this Section 19(b) shall be the exclusive liability for breach of the representations and warranties of the Journal Register Parties set forth in this Agreement; provided, however, that this limitation shall not foreclose any rights or remedies of the Purchaser at law or in equity to enforce the other provisions of this Agreement. (C3) Buyer Purchaser and Parent hereby agree to Pulitzer, jointly and severally, shall indemnify and hold the Company Journal Register Parties and the Shareholders their respective affiliates, officers, directors, stockholders, employees, agents and successors and assigns harmless from and against against: (1) any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, Losses arising out of or resulting from (i) any breachinaccuracy, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any representation, warranty, covenant or agreement of Buyer and/or Parent contained in Pulitzer or arising out of Purchaser under this Agreement, or (iii) provided the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") Journal Register Parties shall give the other party from whom indemnification is sought (the "Indemnifying Party") have given prompt written notice to Purchaser of such breach and an opportunity to defend any claim, demand, action, suit, proceeding or discovery other asserted liability; and (2) any and all liabilities of fact upon which the Indemnified Party intends Suburban Journals or of Purchaser or Pulitzer, including any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including legal and other expenses incident thereto), resulting from the Assumed Obligations or from causes of action or claims of any kind asserted by unrelated third parties arising from actions or omissions of Purchaser, Pulitzer or any of the Suburban Journals on or after the Closing Date; subject to base a claim the condition that the Journal Register Parties shall have given Purchaser prompt written notice of, and an opportunity to defend, any and all such asserted liabilities. The indemnification provided for indemnification in this Section 19(c) shall apply to all Losses, as described in subpart (i) above, of any amount claimed under this Section Section 19(c) from and after the point such a single Loss or an aggregate of several such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000); provided, however, that the indemnification provided for in this Section 19(c) shall not apply until such Losses exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate; and provided further, that this limitation on the indemnification obligation of Purchaser shall not apply to (A) any amount owed by Purchaser to Sellers in connection with the Purchase Price Adjustment described in Sections 11 or 14, (B) any Loss arising out of or related to any failure of Purchaser to discharge the Assumed Obligations, (C) any Loss arising out of or related to any failure of Purchaser to satisfy its obligations under Section 2.4(b), (D) to any amount owed by Purchaser to Sellers in connection with any brokers' fees described in Section 17, and (E) On any Loss due to fraudulent or intentional misrepresentation or breach. Purchaser shall not have liability under this Section 19(c) or otherwise with respect to the Closing Daterepresentations and warranties in this Agreement in excess of $16,500,000 in the aggregate except with respect to any fraudulent or intentional misrepresentation or breach. Except with respect to any fraudulent or intentional misrepresentation or breach, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount"indemnity agreement in this Section 19(c) shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security exclusive liability for any indemnification obligation breach of the Company representations and warranties of Pulitzer or the ShareholdersPurchaser set forth in this Agreement; provided, however, that this limitation shall not foreclose any rights or any remedies of them, the Journal Register Parties at law or in equity to Buyer pursuant to enforce the terms of Article II, Section 2, Paragraph (B) other provisions of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) twenty-four months following the Closing Date (except in the case of representations contained in Paragraphs (B)(viB)(v), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company Company, Shareholders and the ShareholdersAS, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders any Shareholder and/or AS in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholdersany Shareholder and/or AS, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx ParentAgreement, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders any Shareholder or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree agrees to indemnify and hold the Company Company, Shareholders and the Shareholders AS harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or ParentBuyer, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The covenants and the representations and warranties of the parties herein contained in this Agreement, shall survive the closing Effective Time until the first anniversary of the purchase contemplated Effective Time. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by this Agreement, notwithstanding any investigation made at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect another party hereto. If written notice of a claim has been given prior to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of limitationsthe claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (Bb) The Company After the Effective Time, Parent and its affiliates (including, after the ShareholdersEffective Time, jointly the Surviving Corporation and severallyits Subsidiaries), hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives agents, successors and other agents assigns (collectively, the "Parent Indemnified Parties") shall be indemnified and held harmless from and against by the Company solely out of the Escrow Amount for any and all claimsliabilities (including, liabilitieswithout limitation, Taxes due under applicable law but not yet paid by reason of a breach of Section 4.14), losses, damages or injuriesdamages, together with claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses and including reasonable legal feesany such expenses incurred in connection with investigating, defending against or settling any such claims) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them arising out of or resulting from the breach of any representation, warranty or covenant (iwithout giving effect to any qualification as to materiality contained therein in determining the amount of any loss) any breach(hereinafter, misrepresentation or material omission of the representations and warranties a "Loss"), made by the Company and/or the Shareholders in this Agreement. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursuant to this Agreement shall not exceed the amount of the Escrow Fund. (c) Any Parent Indemnified Party seeking indemnification from another party hereto (the "Indemnifying Party") under this Section 11.02 shall give the Escrow Agent and the Shareholder Representative, notice of any matter which such Parent Indemnified Party has determined has given rise to a right of indemnification under this Agreement, prior to the expiration of the applicable representations and warranties as set forth in this Section 11.02, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the specific provisions of this Agreement in respect of which such right of indemnification is claimed or arises. All fees, expenses and Losses of the Parent Indemnified Party or the Indemnifying Party in connection with any matter for which indemnity may be sought shall be reimbursed from the Escrow Account in accordance with the Escrow Agreement, it being understood that the Shareholder Representative shall be the only person authorized to approve the incurrence of any reimbursable fees and expenses on behalf of shareholders. (d) If, in the event that (a) the Shareholder Representative shall not have objected to the amount claimed by the Parent Indemnified Party for indemnification from the Escrow Fund with respect to any Loss in accordance with the procedures set forth herein and in the Escrow Agreement or in (b) the Shareholder Representative shall have delivered notice of its disagreement as to the amount of any Exhibit hereto indemnification requested by the Parent Indemnified Party from the Escrow Fund and either (i) the Shareholder Representative and the Parent Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that the Parent Indemnified Party is entitled to indemnification from the Escrow Fund for a specified amount and shall have so jointly notified the Escrow Agent or other documents delivered in connection herewith, (ii) a final judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Parent Indemnified Party for indemnification from the Escrow Fund, and the Escrow Agent shall have received, in the case of clause (i) above, joint written instructions from the Shareholder Representative and the Parent Indemnified Party or, in the case of clause (ii) above, a copy of the final judgment of the court and written instructions from the Parent Indemnified Party, the Escrow Agent shall deliver to the Parent Indemnified Party funds from the Escrow Fund in respect of any amount determined to be owed to the Parent Indemnified Party under this Section 11.02 in accordance with the Escrow Agreement. (e) In all matters relating to this Section 11.02, the Shareholder Representative shall be the only party entitled to assert the rights of the Individual Shareholders, and the Shareholder Representative shall perform all of the obligations of the Individual Shareholders hereunder. Parent shall be entitled to rely on all statements, representations and decisions of the Shareholder Representative. (f) Notwithstanding anything else in this Agreement, the Indemnified Parties shall not be entitled to recover under this Section 11.02 with respect to any breach in any material respect by the Company and/or the Shareholdersof representations, warranties or any of themcovenants, unless waived in writing by the Buyer, aggregate amount of any covenant or agreement contained in or Losses arising out of all such breaches of representations, warranties and covenants exceeds $500,000, at which time the Indemnified Parties shall be entitled to recover all Losses in excess of $500,000. (g) The indemnification provided by this Agreement, or Section 11.02 shall be the sole and exclusive post-Closing remedy available to Parent and Merger Subsidiary for any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable claim related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be except with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, claims arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreementfraud, or (iii) the Business as conducted willful breach of covenants by Buyer and/or Parent, after the Closing Datea party hereto. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained shall in this Agreement will survive the closing Closing and will expire by their own terms on the one (1) year anniversary of the purchase contemplated by Closing Date. (b) Subject to the provisions of this AgreementSection 13, notwithstanding any investigation at any time made by or Seller and Operator, on behalf of the one hand, and Buyer, on the other partyhand, provided that any claims for indemnification in accordance with Article IIeach shall (jointly and severally, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi)Seller and operator) indemnify, (G)defend, (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyerharmless the other party and its affiliates, Parent, and their respective officersmembers, directors, stockholdersofficers and agents for, affiliates, employees, representatives and other agents harmless from and against any and all any damages, suits, claims, liabilitiesproceedings, lossesfines, damages judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) asserted against or injuriessuffered by such other party as a result of or arising from any breach by such party of its representations, together with costs and expenseswarranties, or covenants in this Agreement. (c) Any party entitled to receive indemnification under this Agreement (an “Indemnitee”) will use commercially reasonable efforts to mitigate any indemnifiable Losses, including using commercially reasonable legal feesefforts to recover otherwise indemnifiable Losses from insurers of Indemnitee under applicable insurance policies so as to reduce the amount of any indemnifiable Loss hereunder, arising out and will not take any action specifically excluding from any of or resulting from its insurance policies any otherwise indemnifiable Losses if losses of such type are otherwise covered by such policies. The amount of any indemnifiable Loss will be reduced: (i) to the extent that Indemnitee receives any breachinsurance or any other proceeds with respect to an otherwise indemnifiable Loss, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) take into account any breach net tax benefit recognized by Indemnitee arising from the recognition of the indemnifiable Loss and any payment actually received with respect to an otherwise indemnifiable Loss. (d) In the event that Indemnitee becomes aware of a claim for which it may be entitled to indemnification hereunder, such party will promptly notify the other party (an “Indemnitor”), describing the claim in reasonable detail and indicating the estimated amount, to the extent practicable, of the indemnifiable Loss that Indemnitee claims it has sustained or may sustain. Indemnitor, at its sole cost and expense, will have the right, upon written notice to the Indemnitee delivered within fifteen (15) business days following its receipt of such notice from the Indemnitee, to retain counsel and conduct the defense of the claim while reserving its right to contest the issue of whether it is liable to Indemnitee for any material indemnification hereunder. If Indemnitor elects to conduct the defense of the claim, Indemnitee will cooperate fully with respect thereto, and the costs of any separate counsel retained by Indemnitee will be borne solely by Indemnitee. In the Company and/or event Indemnitor fails to timely respond to the Shareholderswritten notice of a claim, or refuses to timely retain counsel and conduct the defense of the claim, Indemnitee may retain counsel and conduct the defense of the claim, and Indemnitor will be liable for all reasonable defense costs (including reasonable attorneys’ fees) to the extent Indemnitor is otherwise obligated hereunder to indemnify Indemnitee with respect to such claim. In connection with any claim for which Indemnitor accepts full responsibility hereunder, Indemnitor will have full authority to make all decisions and determine all actions to be taken with respect to the defense and settlement of themthe claim, unless waived in writing by including the Buyerright to pay, of any covenant or agreement contained in or arising out of this Agreementcompromise, settle, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities otherwise dispose of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000at Indemnitor’s expense; provided, however, that any such settlement will be subject to the prior consent of Indemnitee, which will not be unreasonably withheld or delayed, if the settlement involves relief other than or in addition to the payment of money by Indemnitor. A failure to give timely notice hereunder will affect the rights and obligations of a party hereunder only to the extent that, as a result of such failure, the party entitled to receive the notice was actually prejudiced as a result of such failure; provided, however, that in no event will a claim for indemnification be valid if made after the expiration of the applicable survival period set forth herein. (e) Notwithstanding any other provision of this Section 13, no claim for indemnification by either party hereunder may be made unless the aggregate amount of claims by the Buyer or the Parent all Indemnifiable Losses exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (Cf) Buyer and Parent hereby agree to indemnify and hold For the Company and the Shareholders harmless from and against any and all claimsavoidance of doubt, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breachthe obligations and covenants contained in this Section 13 shall survive the Closing for the applicable survival period set forth herein, misrepresentation (ii) the remedies and obligations under this Section 13 shall apply after the Closing only, (iii) prior to the Closing, or material omission in the representations and warranties made event that this Agreement is terminated, the parties’ remedies will be determined by the Buyer and/or Parent other provisions contained in this Agreement, and (iiiv) after the Closing, the sole and exclusive remedy for any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, or alleged breach of any representation, warranty, or covenant under this Agreement or any other instrument or agreement of Buyer and/or Parent contained delivered in or arising out of connection with this Agreementtransaction (including the OTA) will be to seek indemnification in accordance with, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered and subject to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholderslimitations of, or any of them, to Buyer pursuant to the terms of Article II, this Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending13.

Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date April 28, 2002 (except in the case of representations contained in Paragraphs (B)(viB)(v), (G), (I) ), (J), and (JL) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company Shareholders and the Shareholders, Company jointly and severally, severally hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themCompany, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree agrees to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentBuyer, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or ParentBuyer, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact (any of which shall be a "Claim") upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article IIIII, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant provided, however, that no failure to said Paragraph (B) give such notice shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if excuse any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pending.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other partyClosing, provided that any claims for indemnification in accordance with this Article IIV, Section 2 below 5.2 with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) twenty four months following the Closing Date (except in the case of representations contained in Paragraphs Sections 4.2(f) (B)(viTitles and Liens), 4.2(k) (G), (ITaxes) and 4.2(n) (JEnvironmental Compliance) of Article I, Section 2 hereofthis Agreement, which must be made within six (6) months following prior to the expiration of the applicable statute of limitations). (Bb) The Company and the Shareholders, jointly and severally, Seller hereby agree agrees to indemnify and hold Buyer, ParentPurchaser, and their respective its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, that in the aggregate exceed $175,000 (the “Indemnification Threshold”) and in the aggregate, excluding reasonable legal fees, are less than $18,000,000 (the “Indemnification Cap”) and arising out of or resulting from (i) any material breach, misrepresentation or material omission of the representations and warranties made by the Company and/or the Shareholders Seller in this Agreement or in any Exhibit Schedule hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of themSeller, unless waived in writing by the BuyerPurchaser, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the CompanySeller, other than the Assumed Liabilities, and (viv) any failure by the Shareholders or the Company Seller to comply with any provisions provision of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company Indemnification Threshold and the Shareholders pursuant Indemnification Cap shall not apply to this Paragraph claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of any material breach by Seller in the representations contained in Sections 4.2(f) (BTitles and Liens), 4.2(k) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless (Taxes) and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims4.2(n) (Environmental Compliance). (Cc) Buyer and Parent Purchaser hereby agree agrees to indemnify and hold the Company and the Shareholders Seller harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent Purchaser in this Agreement, (ii) any breach in any material respect by Buyer and/or ParentPurchaser, unless waived in writing by the CompanySeller, of any covenant or agreement of Buyer and/or Parent Purchaser contained in or arising out of this Agreement, or (iii) the Business Businesses as conducted by Buyer and/or ParentPurchaser, after the Closing Date. (Dd) Any party claiming a right to indemnification hereunder (the "“Indemnified Party"”) shall give the other party from whom indemnification is sought (the "“Indemnifying Party"”) prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this SectionSection 5.2, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it; provided, however, that it will not settle any such action, suit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Sections 5.2(b) and 5.2(c) hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party’s rights under this Agreement, at the Indemnifying Party’s sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. (Ee) On All indemnification obligations of Seller and Purchaser in Sections 5.2(b) and 5.2(c) above shall expire twenty-four months after the Closing DateDate except (i) any claims for indemnification which have commenced in the applicable forum for resolution prior to such date which shall expire upon a final non-appealable decision of, one hundred twenty thousand or the withdrawal of, such claim and (120,000ii) for indemnification obligations arising out of any material breach by Seller in the representations contained in Sections 4.2(f) (Titles and Liens), 4.2(k) (Taxes) and 4.2(n) (Environmental Compliance) which shall expire at the expiration of the four hundred fifty thousand (450,000) shares applicable statute of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendinglimitations.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before until the date that is eighteen (18) months following the Closing Date (except in Date, provided that the case of representations contained in Paragraphs (B)(vi), (G), (I) Seller’s Fundamental Representations and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the Purchaser’s Fundamental Representations shall survive until the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officersprovided, directorsfurther, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission that survival of the representations and warranties made set forth in Section 3.15 shall be governed by Section 5.9(i). Except as provided in Section 5.9(i), the Company and/or the Shareholders covenants and agreements contained in this Agreement shall survive the Effective Time until fully performed in accordance with their respective terms, provided that the covenants and agreements contained in this Agreement that by their terms apply or are to be performed entirely prior to the Effective Time shall only survive until the period specified in the immediately preceding sentence. Notwithstanding the preceding sentences, any Exhibit hereto breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate if (and to the extent) prior to such time notice of the breach giving rise to such right of indemnity shall have been given in accordance with this Section 8.1 to the party against whom indemnity is sought, in which case such breach shall survive until final resolution of such claim (or, if earlier, the latest date permitted by applicable Law). (b) Effective at and after the Closing and subject to the other documents provisions of this Section 8.1, Seller hereby agrees to indemnify Purchaser and its Affiliates (including the Company and its Subsidiaries) and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) against and agrees to hold each of them harmless from, and reimburse any Purchaser Indemnified Party for, any and all Losses suffered by a Purchaser Indemnified Party as a result of or relating to: (i) any breach or inaccuracy of any Seller Fundamental Representation or the certificate delivered at Closing in connection herewith, respect thereof determined without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein; (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, inaccuracy of any covenant representation and warranty made by Seller set forth in this Agreement or agreement contained the certificate delivered at Closing in respect thereof (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15 (which matters are addressed in Section 5.9) without giving effect to any limitations as to materiality or arising out of this Agreement, or any “Material Adverse Effect” set forth therein (other agreement delivered than in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, Section 3.6(g)); (iii) any breach, failure, nonfulfillment or default by Seller in the Business conducted performance of or compliance with any of the covenants or agreements made or to be performed by the Company prior Seller pursuant to the Closing Date and any actions or events associated therewith, this Agreement; (iv) any and all liabilities Company Transaction Expenses that were not (A) paid in full at or prior to the Closing, (B) borne entirely by Seller or any of the Company, its Affiliates (other than the Assumed LiabilitiesCompany and its Subsidiaries), or (C) deducted from the Purchase Price paid pursuant to Section 2.2(c)(i); (v) (x) the Seller Benefit Plans and any (y) liabilities with respect to current or former employees of Seller (other than the Current Employees and former employees whose final service within Seller’s controlled group (as defined in Sections 414(b) and (c) of the Code) was with the Company or any of its Subsidiaries); and (vi) any Carve-Out Entity, the Carve-Out Employees, the Other U.S. Employees and the Carve-Out Transactions. Notwithstanding any other provision to the contrary, Seller shall not be required to indemnify or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 8.1(b)(ii) (A) with respect to any claim (or series of claims arising from similar or related underlying facts, events or circumstances, including as more specifically described in Section 8.1(b) of the Seller’s Disclosure Schedule) unless such claim (or series of claims arising from similar or related underlying facts, events or circumstances, including as more specifically described in Section 8.1(b) of the Seller’s Disclosure Schedule) involves Losses in excess of $200,000 (nor shall any such claim (or series of claims arising from similar or related underlying facts, events or circumstances, including as more specifically described in Section 8.1(b) of the Seller’s Disclosure Schedule) that does not meet such $200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses for which Seller has responsibility under Section 8.1(b)(ii)), in which event all such Losses for such claim (or series of claims) shall be considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses for which Seller has responsibility under Section 8.1(b)(ii), and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of the Purchaser Indemnified Parties’ Losses exceeds $100,000,000 (such amount, the “Basket”), after which Seller shall be obligated for all such Losses of the Purchaser Indemnified Parties in excess of the amount of the Basket. Notwithstanding any other provision to the contrary, the cumulative aggregate indemnification obligation of Seller under Section 8.1(b)(ii) shall not exceed $1,200,000,000 (the “Cap”), and the cumulative aggregate indemnification obligation of Seller under Sections 8.1(b)(i)–(ii) shall not exceed the Closing Purchase Price (as adjusted hereunder), other than in respect of Losses arising as a result of fraud. (c) Effective at and after the Closing and subject to the other provisions of this Section 8.1, Purchaser hereby indemnifies Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Parties”) against and agrees to hold each of them harmless from, and reimburse any Seller Indemnified Party for, any and all Losses suffered by a Seller Indemnified Party as a result of or relating to: (i) any breach or inaccuracy of any Purchaser Fundamental Representation or the certificate delivered at Closing in respect thereof determined without giving effect to any limitations as to materiality or “Purchaser Material Adverse Effect” set forth therein; (ii) any breach or inaccuracy of any representation and warranty made by Purchaser set forth in this Agreement or the certificate delivered at Closing in respect thereof (other than the Purchaser Fundamental Representations) determined without giving effect to any limitations as to materiality or “Purchaser Material Adverse Effect” set forth therein; or (iii) any breach, failure, nonfulfillment or default by Purchaser in the performance of or compliance with any of the covenants or agreements made or to be performed by Purchaser pursuant to this Agreement. Notwithstanding any other provision to the contrary, Purchaser shall not be required to indemnify or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 8.1(c)(ii) (A) with respect to any claim (or series of related claims arising from similar or related underlying facts, events or circumstances) unless such claim (or series of related claims arising from similar or related underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor, subject to the foregoing, shall any such item that does not meet such $200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which Purchaser has responsibility under Section 8.1(c)(ii)), in which event all such Losses for such claim (or series of claims) shall be considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which Purchaser has responsibility under Section 8.1(c)(ii), and (B) until the aggregate amount of the Seller Indemnified Parties’ Losses exceeds $25,000the Basket, after which Purchaser shall be obligated for all such Losses of the Seller Indemnified Parties in excess of the amount of the Basket. Notwithstanding any other provision to the contrary, the cumulative aggregate indemnification obligation of Purchaser under Section 8.1(c)(ii) shall not exceed the Cap, and the cumulative aggregate indemnification obligation of Purchaser under Section 8.1(c)(i)-(ii) shall not exceed the Closing Purchase Price (as adjusted hereunder), other than in respect of Losses arising as a result of fraud. (d) If an Indemnified Purchaser Party or an Indemnified Seller Party (each, an “Indemnified Party”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Section 8.1, such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to the Seller (if indemnification is sought from the Seller) or Purchaser (if indemnification is sought from Purchaser) (in either such case, the “Indemnifying Party”) (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding brought by a Person not a party to this Agreement or affiliated with any such party (a “Third Party”), promptly following receipt of notice of such claim, suit, action or proceeding by such Indemnified Party, or (ii) if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, promptly after the discovery by the Indemnified Party of the circumstances giving rise to such claim for indemnity; provided, however, that if any failure or delay in providing such notice shall not release the aggregate amount Indemnifying Party from any of claims by the Buyer or the Parent exceeds $25,000, the its obligations of the Company and Shareholders hereunder shall be with respect under this Section 8.1 except to the entire amount of extent the Indemnifying Party is prejudiced by such claims. (C) Buyer and Parent hereby agree to indemnify and hold failure or delay. Each Claim Notice shall describe the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, claim in reasonable detail including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations legal and warranties made by factual basis of the Buyer and/or Parent in this Agreementclaim, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by an estimate of the Company, amount of any covenant or agreement of Buyer and/or Parent contained in or arising out of this AgreementLosses which are, or are to be, the subject of the claim and (iii) such other information as is reasonably necessary to enable the Business as conducted by Buyer and/or Parent, after Indemnifying Party to assess the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) merits of the four hundred fifty thousand claim (450,000) shares of the Common Stock which is part of the Purchase Price in each case in (the "Escrowed Amount") shall be delivered i)-(iii), to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on extent then known or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingreasonably ascertainable).

Survival of Representations and Warranties Indemnification. (Aa) Except with respect to the representations and warranties set forth in §§4.01, 4.02, 4.03, 4.11, 4.14, 5.01, 5.03, 5.04, 6.01 and 6.02, all representations and warranties of Company, the Members and LAN contained herein and in the Schedules hereto and in any closing certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and the Closing until the second anniversary of the date of the Closing. The representations and warranties of Company, the parties herein Members and LAN contained in §§4.01, 4.02, 4.03, 4.14, 5.01, 5.03, 5.04, 6.01 and 6.02 shall survive indefinitely. The representations and warranties of Company contained in §4.11 shall survive until the closing seventh anniversary of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf date of the other partyClosing. (b) Each of the Members hereby agrees that it, provided that he or she will not make any claims claim for indemnification in accordance with Article IIagainst Company by reason of the fact that it, Section 2 below he or she was an officer, employee or agent of Company or any Affiliate of Company, or was serving at the request of any such entity as a partner, trustee, officer, employee or agent of Company or any Affiliate of Company, with respect to any representation -12- 13 action, suit, proceeding, complaint, claim or warranty must be made (and will be null and void unless made) on demand brought by LAN or before Merger Sub against the date eighteen (18) months following Members to the Closing Date (except in the case of representations contained in Paragraphs (B)(vi)extent that such action, (G)suit, (I) and (J) of Article Iproceeding, Section 2 hereofcomplaint, which must be made within six (6) months following the expiration claim or demand arises from any breach by any of the applicable statute Members of limitations)any of its, his or her covenants, representations or warranties hereunder, or is a claim by LAN, Merger Sub or the Surviving Company for indemnification under this Agreement. (Bc) The Company Members jointly and severally hereby agree to defend, indemnify and hold harmless LAN, Merger Sub and the ShareholdersSurviving Company against and from any and all claims, demands, causes of action, losses, costs, damages and expenses (including, without limitation, court costs, interest, penalties and reasonable attorneys’ fees) (collectively referred to herein as the “Indemnity Claims”) incurred or suffered by LAN, Merger Sub or the Surviving Company which are attributable, in whole or in part, to: (i) a breach or inaccuracy of any representation or warranty of Company or the Members contained in this Agreement, or (ii) failure of Company or the Members to pay any obligation or perform any covenant required to be paid or performed by Company or the Members pursuant to this Agreement. The Members shall be entitled to pay claims of indemnification asserted against it, him or her by payment of cash or by transferring to LAN Merger Shares received by the Members at a value of $3.00 per share (with any such claims which are satisfied by the distribution of Merger Shares from the escrow pursuant to the Escrow Agreement being treated as Merger Shares so transferred to LAN). However, and notwithstanding anything to the contrary in this Agreement, any indemnification by the Passive Members shall be limited to the distribution of Merger Shares from the escrow pursuant to the Escrow Agreement during the period the Merger Shares are held in the escrow and the Passive Members shall not otherwise be liable for any indemnification pursuant to this Agreement. (d) LAN, Merger Sub and the Surviving Company, jointly and severally, hereby agree to defend, indemnify and hold Buyer, Parent, harmless Company and the Members and their respective officerspersonal representatives, directorsheirs, stockholders, affiliates, employees, representatives successors and other agents harmless assigns against and from and against any and all claimsIndemnity Claims incurred or suffered by Company or the Members or its, liabilitieshis or her heirs, lossessuccessors and assigns which are attributable, damages in whole or injuriesin part, together with costs and expenses, including reasonable legal fees, arising out of or resulting from to (but only to the extent caused by): (i) any breach, misrepresentation a breach or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, inaccuracy of any covenant representation or agreement warranty of LAN, Merger Sub or the Surviving Company contained in or arising out of this Agreement, or (ii) failure of LAN, Merger Sub or the Surviving Company to pay any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement obligation or perform any covenant required to be entered into at the Closing between Chunx xxx Parentpaid or performed by LAN, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders Merger Sub or the Surviving Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section Agreement. LAN, Merger Sub and the Surviving Company shall be limited entitled to an aggregate amount not in excess pay claims of indemnification asserted against any of them by payment of cash or by issuing shares of the Purchase Price. Neither LAN Common Stock at a value of $3.00 per share. (e) If any action, suit, investigation or proceeding shall be threatened or commenced by a third party, in respect of which any party hereunder (an “Indemnified Party”) may demand indemnification hereunder, the Buyer nor Indemnified Party shall notify the Parent shall make any claim party obligated to indemnify such party hereunder unless and until (the aggregate amount “Indemnifying Party”) to that effect within ten (10) days after the Indemnified Party becomes aware of such claim exceeds $25,000action, suit, proceeding or investigation and the Indemnifying Party shall have the opportunity to defend against such action, suit, proceeding or investigation (or, if the action, suit, proceeding or investigation involves to a significant extent matters beyond the scope of the indemnity agreement contained herein, those claims that are covered hereby); provided, however, that if the aggregate amount failure to give notice within the time frame set forth above shall not result in the waiver or loss of claims by any right of indemnification hereunder unless, and then only to the Buyer or the Parent exceeds $25,000extent that, the obligations of Indemnifying Party is actually prejudiced by such failure. If the Company Indemnifying Party elects to assume the full responsibility for and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and defend against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which investigation, then the Indemnifying Party shall notify the Indemnified Party intends to base that effect within ten (10) days after receipt of notice from the Indemnified Party. The Indemnified Party shall have the right to employ its, his or her own counsel and participate in the defense, but the fees and expenses of counsel shall be at the expense of the Indemnified Party unless (i) the employment of counsel at the expense of the Indemnifying Party shall have been authorized in writing by the Indemnifying Party in connection with the defense of the action, suit, proceeding or investigation or (ii) the Indemnifying Party shall have decided not to defend against the action, suit, proceeding or investigation. Any party granted the right to direct the defense of a claim for hereunder shall: (A) keep the other fully informed of the action, suit, proceeding or investigation at all stages thereof whether or not represented, (B) promptly submit to the other copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the action, suit, proceeding or investigation, (C) permit the other and its, his or her counsel, to the extent practicable, to confer on the conduct of the defense of the action, suit, proceeding or investigation, and (D) to the extent practicable, permit the other and its, his or her counsel an opportunity to review all legal papers to be submitted prior to the submission. The parties shall make available to each other and each other’s counsel and accountants all of its, his, her or their books and records relating to the action, suit, proceeding or investigation. The parties shall use their respective good faith efforts to avoid the waiver of any privilege of any party. The assumption of the defense of any matter by an Indemnifying Party shall not in any manner impair or restrict such Indemnifying Party’s right to later seek indemnification under this Section (E) On Agreement with respect to such matter. An Indemnifying Party may elect to assume the Closing Datedefense of a matter at any time during the pendency of such matter, one hundred twenty thousand (120,000) even if initially such Indemnifying Party did not elect to assume such defense, so long as such assumption at such later time would not prejudice the rights of the four hundred fifty thousand (450,000) shares Indemnified Party. No settlement of a matter by the Common Stock which is part of the Purchase Price (the "Escrowed Amount") Indemnified Party shall be delivered to the escrow agent listed binding on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms an Indemnifying Party for purposes of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Datesuch Indemnifying Party’s indemnification obligations hereunder. The Escrowed Amount will be held in escrow foregoing indemnification procedure shall not apply to actions, suits or other proceedings instituted by any party to this Agreement arising out of any breach or alleged breach by another party of its, his or her representations or warranties or the Escrow Agent as security for failure or alleged failure by another party to pay any indemnification sum due or to perform any other obligation of the Company and the Shareholders, or any of them, to Buyer pursuant such party according to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B; provided, however, that the indemnities set forth in §§8.03(c) and 8.03(d) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement remain in full force and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingeffect.

Survival of Representations and Warranties Indemnification. (Aa) The representations and warranties of the parties herein Companies contained in this Agreement, or in any certificate or other instrument delivered in connection herewith, shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (Closing and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within shall expire six (6) months following after the Closing Date, provided that if any party hereto, before expiration of a representation or warranty given by another party hereto, delivers to such other party a written notice alleging a breach of such representation or warranty, the applicable statute representation or warranty shall survive until, but only for purposes of, the resolution of limitations)the matter covered by such notice. (Bb) The From and after the date hereof, each Company and the Shareholdersshall, jointly and severally, hereby agree to defend, indemnify and hold Buyerharmless Purchaser, Parent, Parent and their respective officersAffiliates (each a “Purchaser Indemnified Party”) from, directors, stockholders, affiliates, employees, representatives against and other agents harmless from and against in respect of any and all claims, losses, costs, expenses, obligations, liabilities, lossesdamages, damages recoveries and deficiencies (including, without limitation, interest, penalties and reasonable attorneys’ fees) (“Losses”), that such Purchaser Indemnified Party may incur, sustain or injuries, together with costs and expenses, including reasonable legal fees, suffer resulting from or arising out of (directly or resulting from indirectly) or in connection with (i) any breach, misrepresentation breach of or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or any inaccuracy in any Exhibit hereto representation or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, warranty of any covenant or agreement Company contained in or arising out of this Agreement, or any other agreement certificate or other document delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders Seller pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, or in any Schedule or Exhibit hereto or thereto, and/or (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of or failure to perform any covenant or agreement of Buyer and/or Parent any Company contained in this Agreement. (c) In the event that any Purchaser Indemnified Party shall have incurred, sustained or suffered any Loss with respect to which it is entitled to be indemnified under Section 4(b) above resulting from or arising out of this Agreement(directly or indirectly) or in connection with any breach of or any inaccuracy in any representation or warranty of any Company contained in [Section 2(m) (other than any income or franchise Taxes),] Section 2(q) or Section 2(r) above, Parent shall, in addition to any other rights Purchaser or (iii) Parent may have against the Business as conducted by Buyer and/or ParentCompanies, after have the Closing Date. (D) Any party claiming a right to indemnification hereunder (set-off the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the full amount of such claims Loss against the payments due under the Note, in which exceed event the Escrowed Amount. The Escrowed Amount Note shall be held by deemed to be automatically amended accordingly. In addition, Parent shall have the Escrow Agent pursuant right to set-off against the terms payments due under the Note the full amount of the Indemnity Escrow Agreement Losses contemplated in Section 9(f)(iv) below, in which event the Note shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver deemed to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingbe automatically amended accordingly.

Survival of Representations and Warranties Indemnification. (Aa) Except with respect to the representations and warranties set forth in §§4.01, 4.02, 4.03, 4.11, 4.14, 5.01, 5.03, 5.04, 6.01 and 6.02, all representations and warranties of Company, the Shareholders and IB3 contained herein and in the Schedules hereto and in any closing certificates delivered pursuant hereto shall survive the execution and delivery of this Agreement and the Closing until the second anniversary of the date of the Closing. The representations and warranties of Company, the parties herein Shareholders and IB3 contained in §§4.01, 4.02, 4.03, 4.14, 5.01, 5.03, 5.04, 6.01 and 6.02 shall survive indefinitely. The representations and warranties of Company contained in §4.11 shall survive until the closing seventh anniversary of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf date of the other partyClosing. (b) Each of the Shareholders hereby agrees that it, provided that he or she will not make any claims claim for indemnification in accordance with Article IIagainst Company by reason of the fact that it, Section 2 below he or she was an officer, employee or agent of Company or any Affiliate of Company, or was serving at the request of any such entity as a partner, trustee, officer, employee or agent of Company or any Affiliate of Company, with respect to any representation -12- 13 action, suit, proceeding, complaint, claim or warranty must be made (and will be null and void unless made) on demand brought by IB3 or before Merger Sub against the date eighteen (18) months following Shareholders to the Closing Date (except in the case of representations contained in Paragraphs (B)(vi)extent that such action, (G)suit, (I) and (J) of Article Iproceeding, Section 2 hereofcomplaint, which must be made within six (6) months following the expiration claim or demand arises from any breach by any of the applicable statute Shareholders of limitations)any of its, his or her covenants, representations or warranties hereunder, or is a claim by IB3, Merger Sub or the Surviving Company for indemnification under this Agreement. (Bc) The Company Shareholders jointly and severally hereby agree to defend, indemnify and hold harmless IB3, Merger Sub and the ShareholdersSurviving Company against and from any and all claims, demands, causes of action, losses, costs, damages and expenses (including, without limitation, court costs, interest, penalties and reasonable attorneys’ fees) (collectively referred to herein as the “Indemnity Claims”) incurred or suffered by IB3, Merger Sub or the Surviving Company which are attributable, in whole or in part, to: (i) a breach or inaccuracy of any representation or warranty of Company or the Shareholders contained in this Agreement, or (ii) failure of Company or the Shareholders to pay any obligation or perform any covenant required to be paid or performed by Company or the Shareholders pursuant to this Agreement. The Shareholders shall be entitled to pay claims of indemnification asserted against it, him or her by payment of cash or by transferring to IB3 Merger Shares received by the Shareholders at a value of $3.00 per share (with any such claims which are satisfied by the distribution of Merger Shares from the escrow pursuant to the Escrow Agreement being treated as Merger Shares so transferred to IB3). However, and notwithstanding anything to the contrary in this Agreement, any indemnification by the Shareholders shall be limited to the distribution of Merger Shares from the escrow pursuant to the Escrow Agreement during the period the Merger Shares are held in the escrow and the Shareholders shall not otherwise be liable for any indemnification pursuant to this Agreement. (d) IB3, Merger Sub and the Surviving Company, jointly and severally, hereby agree to defend, indemnify and hold Buyer, Parent, harmless Company and the Shareholders and their respective officerspersonal representatives, directorsheirs, stockholders, affiliates, employees, representatives successors and other agents harmless assigns against and from and against any and all claimsIndemnity Claims incurred or suffered by Company or the Shareholders or its, liabilitieshis or her heirs, lossessuccessors and assigns which are attributable, damages in whole or injuriesin part, together with costs and expenses, including reasonable legal fees, arising out of or resulting from to (but only to the extent caused by): (i) any breach, misrepresentation a breach or material omission of the representations and warranties made by the Company and/or the Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, inaccuracy of any covenant representation or agreement warranty of IB3, Merger Sub or the Surviving Company contained in or arising out of this Agreement, or (ii) failure of IB3, Merger Sub or the Surviving Company to pay any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreement obligation or perform any covenant required to be entered into at the Closing between Chunx xxx Parentpaid or performed by IB3, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders Merger Sub or the Surviving Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section Agreement. IB3, Merger Sub and the Surviving Company shall be limited entitled to an aggregate amount not in excess pay claims of indemnification asserted against any of them by payment of cash or by issuing shares of the Purchase Price. Neither IB3 Common Stock at a value of $3.00 per share. (e) If any action, suit, investigation or proceeding shall be threatened or commenced by a third party, in respect of which any party hereunder (an “Indemnified Party”) may demand indemnification hereunder, the Buyer nor Indemnified Party shall notify the Parent shall make any claim party obligated to indemnify such party hereunder unless and until (the aggregate amount “Indemnifying Party”) to that effect within ten (10) days after the Indemnified Party becomes aware of such claim exceeds $25,000action, suit, proceeding or investigation and the Indemnifying Party shall have the opportunity to defend against such action, suit, proceeding or investigation (or, if the action, suit, proceeding or investigation involves to a significant extent matters beyond the scope of the indemnity agreement contained herein, those claims that are covered hereby); provided, however, that if the aggregate amount failure to give notice within the time frame set forth above shall not result in the waiver or loss of claims by any right of indemnification hereunder unless, and then only to the Buyer or the Parent exceeds $25,000extent that, the obligations of Indemnifying Party is actually prejudiced by such failure. If the Company Indemnifying Party elects to assume the full responsibility for and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and defend against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which investigation, then the Indemnifying Party shall notify the Indemnified Party intends to base that effect within ten (10) days after receipt of notice from the Indemnified Party. The Indemnified Party shall have the right to employ its, his or her own counsel and participate in the defense, but the fees and expenses of counsel shall be at the expense of the Indemnified Party unless (i) the employment of counsel at the expense of the Indemnifying Party shall have been authorized in writing by the Indemnifying Party in connection with the defense of the action, suit, proceeding or investigation or (ii) the Indemnifying Party shall have decided not to defend against the action, suit, proceeding or investigation. Any party granted the right to direct the defense of a claim for hereunder shall: (A) keep the other fully informed of the action, suit, proceeding or investigation at all stages thereof whether or not represented, (B) promptly submit to the other copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the action, suit, proceeding or investigation, (C) permit the other and its, his or her counsel, to the extent practicable, to confer on the conduct of the defense of the action, suit, proceeding or investigation, and (D) to the extent practicable, permit the other and its, his or her counsel an opportunity to review all legal papers to be submitted prior to the submission. The parties shall make available to each other and each other’s counsel and accountants all of its, his, her or their books and records relating to the action, suit, proceeding or investigation. The parties shall use their respective good faith efforts to avoid the waiver of any privilege of any party. The assumption of the defense of any matter by an Indemnifying Party shall not in any manner impair or restrict such Indemnifying Party’s right to later seek indemnification under this Section (E) On Agreement with respect to such matter. An Indemnifying Party may elect to assume the Closing Datedefense of a matter at any time during the pendency of such matter, one hundred twenty thousand (120,000) even if initially such Indemnifying Party did not elect to assume such defense, so long as such assumption at such later time would not prejudice the rights of the four hundred fifty thousand (450,000) shares Indemnified Party. No settlement of a matter by the Common Stock which is part of the Purchase Price (the "Escrowed Amount") Indemnified Party shall be delivered to the escrow agent listed binding on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms an Indemnifying Party for purposes of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Datesuch Indemnifying Party’s indemnification obligations hereunder. The Escrowed Amount will be held in escrow foregoing indemnification procedure shall not apply to actions, suits or other proceedings instituted by any party to this Agreement arising out of any breach or alleged breach by another party of its, his or her representations or warranties or the Escrow Agent as security for failure or alleged failure by another party to pay any indemnification sum due or to perform any other obligation of the Company and the Shareholders, or any of them, to Buyer pursuant such party according to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B; provided, however, that the indemnities set forth in §§8.03(c) and 8.03(d) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement remain in full force and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingeffect.

Survival of Representations and Warranties Indemnification. (Aa) The Except as provided in Article 12, the covenants and the representations and warranties of the parties herein contained in this Agreement, shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date Effective Time until eighteen (18) months following after the Closing Date (except in Effective Time; provided that the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be warranties made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company by Sellers and the Shareholders, jointly Company in Section 4.05 shall survive indefinitely and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Sellers and the Company and/or in Section 4.25 shall survive until the Shareholders in this Agreement third anniversary of the Effective Time. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by any investigation made at any time by or in on behalf of another party hereto. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (b) After the Effective Time, Parent and its Affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (collectively, the "PARENT INDEMNIFIED PARTIES") shall be jointly and severally indemnified and held harmless by each of the Sellers for any Exhibit hereto or other documents delivered and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses and including any such expenses incurred in connection herewithwith investigating, defending against or settling any such claims) actually suffered or incurred by them (iiincluding, without limitation, in connection with any action brought or otherwise initiated by any of them) arising out of or resulting from the breach of any breach representation, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any material respect loss) (hereinafter, a "LOSS"), made by the Company and/or or the ShareholdersSellers in this Agreement, or provided that indemnification in respect of any of them, unless waived in writing Tax Loss shall be governed exclusively by the Buyer, provisions of Article 12. (c) Any Parent Indemnified Party seeking indemnification from the Sellers (the "INDEMNIFYING PARTY") under this Section 11.02 shall give the Sellers notice of any covenant matter which such Parent Indemnified Party has determined has given rise to a right of indemnification under this Agreement, prior to the expiration of the applicable representations and warranties as set forth in this Section 11.02, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the specific provisions of this Agreement in respect of which such right of indemnification is claimed or agreement contained in or arises. (d) Except as to liability arising out of or relating to the representations and warranties set forth in Article 12, Section 4.05, Section 4.08(b), Section 4.08(d), Section 4.08(f), and Section 4.08(l), or liability arising from or relating to fraud, the Sellers shall have no liability under Section 11.02(b) unless and until the aggregate of all Losses relating thereto exceeds $250,000 and then only to the extent such Losses exceed said amount. Except for liabilities arising out of or relating to the representations and warranties set forth in Article 12, Section 4.05, Section 4.08(b), Section 4.08(d), Section 4.08(f), and Section 4.08(l), or liabilities arising from or relating to fraud, and exclusive of any purchase price adjustment in accordance with Section 2.06, the Sellers shall have no liability under Section 11.02(b) or for any liability arising out of or relating to the representations, warranties and covenants and agreements to be performed by Sellers or the Company hereunder after Sellers have paid Losses in an amount equal to $12,000,000 (the "INDEMNITY CAP"). (e) After the Effective Time, Sellers and their Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "SELLER INDEMNIFIED PARTIES") shall be jointly and severally indemnified and held harmless by each of Parent and the Surviving Corporation for any and all Losses arising out of or resulting from the breach of any representation, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss), made by Parent in this Agreement, provided, however, that Parent shall have no liability under Section 11.02(e) unless and until the aggregate of all Losses relating thereto exceeds $250,000 and then only to the extent such Losses exceed said amount. Parent shall have no liability under Section 11.02(e) or for any other agreement delivered in connection herewith on liability arising out of or relating to the Closing Daterepresentations, including without limitation, the Employment Agreement warranties and covenants and agreements to be entered into at performed by Parent hereunder after Parent has paid Losses in an amount equal to $12,000,000. (f) To the Closing between Chunx xxx Parent, (iii) the Business conducted extent that any Claim is covered by insurance held by the Company Parent Indemnified Party or the Seller Indemnified Party (each, an "INDEMNIFIED PARTY"), such Indemnified Party shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds received by such Indemnified Party pursuant to such insurance (net of any deductible or copayment). If such Indemnified Party receives such cash insurance proceeds prior to the Closing Date and any actions or events associated therewithtime such indemnification is paid, (iv) any and all liabilities of then the Company, other than the Assumed Liabilities, and (v) any failure amount payable by the Shareholders Indemnifying Party pursuant to such indemnification shall be reduced by the amount of such insurance proceeds. To the extent that any Claim is paid in full or in part by cash insurance proceeds, such cash insurance proceeds shall not be applied to the Company to comply with any provisions of Indemnity Cap. If such Indemnified Party receives such cash insurance proceeds after such indemnification is paid, then upon receipt by the bulk sales or similar laws Indemnified Party of any jurisdiction cash proceeds pursuant to such insurance with respect to such indemnification, such Indemnified Party shall repay any portion of such amount which are applicable was previously paid by the Indemnifying Party to this Agreement or the transactions contemplated herebyIndemnified Party in satisfaction of such indemnification and such amount will not be applied to the Indemnity Cap. Notwithstanding the foregoing, neither Shareholder the amount of any such insurance proceeds shall be not reduce the amount of Losses for which the Indemnifying Party is responsible for more than his or her pro rata share to the extent that the Company can establish that the recovery of such liability based on their respective stock ownership proceeds results in the termination of the Company applicable insurance policy or a prospective, retrospective or retroactive premium adjustment as a result of such claim. (g) Subsequent to the Closing Effective Time, with respect to any matter as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders to which indemnification is provided pursuant to this Paragraph (B) of this Section 11.02(b), such indemnification shall be limited the sole remedy available to an aggregate amount not in excess of the Purchase Price. Neither indemnified party and the Buyer nor parties hereto waive, to the Parent shall make maximum extent permitted by law, any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000other remedies available to them; provided, however, that if the aggregate amount of claims by the Buyer parties do not waive any rights or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold the Company and the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any breach in any material respect by Buyer and/or Parent, unless waived in writing by the Company, of any covenant or agreement of Buyer and/or Parent contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of remedies for any claim, demand, action, suit, proceeding loss or discovery of fact upon which other action arising from or relating to fraud. Notwithstanding the Indemnified Party intends to base a claim for indemnification foregoing the parties hereto may exercise their rights under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first by the reduction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company applicable law to equitable remedies, including, without limitation specific performance and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendinginjunction.

Survival of Representations and Warranties Indemnification. (Aa) The All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement. (b) In consideration of the parties herein contained shall survive the closing Purchaser's execution and delivery of this Agreement and acquisition of the purchase contemplated by Series C Preferred Shares hereunder and in addition to all of the Corporation's other obligations under this Agreement, notwithstanding any investigation at any time made by or on behalf of the other partyCorporation shall defend, provided that any claims for indemnification in accordance with Article IIprotect, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations). (B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, harmless the Purchaser and each other holder of Series C Preferred Shares and/or Underlying Shares and all of their respective officers, directors, stockholdersemployees and agents (collectively, affiliates, employees, representatives and other agents harmless the "PURCHASER INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "PURCHASER INDEMNIFIED LIABILITIES"), incurred by the Purchaser Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breach, misrepresentation finder's or material omission of the representations and warranties made brokerage fees not disclosed by the Company and/or the Shareholders in this Agreement Corporation, or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any material breach of, or inaccuracy of, any representation, warranty or covenant of the Corporation contained in any material respect this Agreement. To the extent that the foregoing undertaking by the Company and/or Corporation may be unenforceable for any reason, the Shareholders, or any Corporation shall make the maximum contribution to the payment and satisfaction of them, unless waived each of the Purchaser Indemnified Liabilities which is permissible under applicable law. (c) In consideration of the Corporation's execution and delivery of this Agreement and sale of the Series C Preferred Shares hereunder and in writing by addition to all of the Buyer, of any covenant or agreement contained in or arising out of Purchasers' other obligations under this Agreement, or any other agreement delivered in connection herewith on the Closing DatePurchaser shall defend, including without limitationprotect, the Employment Agreement to be entered into at the Closing between Chunx xxx Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to this Paragraph (B) of this Section shall be limited to an aggregate amount not in excess of the Purchase Price. Neither the Buyer nor the Parent shall make any claim hereunder unless and until the aggregate amount of such claim exceeds $25,000; provided, however, that if the aggregate amount of claims by the Buyer or the Parent exceeds $25,000, the obligations of the Company and Shareholders hereunder shall be with respect to the entire amount of such claims. (C) Buyer and Parent hereby agree to indemnify and hold harmless the Company Corporation and all of its officers, directors, employees and agents (collectively, the Shareholders harmless "CORPORATION INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, lossesobligations and damages, damages or injuriesand expenses in connection therewith (irrespective of whether any such Corporation Indemnitee is a party to the action for which indemnification hereunder is sought), together with costs and expenses, including reasonable legal feesattorneys' fees and disbursements (collectively, the "CORPORATION INDEMNIFIED LIABILITIES"), incurred by the Corporation Indemnitees or any of them as a result of, or arising out of of, or resulting from relating to (i) any breachfinder's or brokerage fees not disclosed by such Purchaser, misrepresentation or material omission in the representations and warranties made by the Buyer and/or Parent in this Agreement, (ii) any material breach in of, or inaccuracy of, any material respect by Buyer and/or Parentrepresentation, unless waived in writing by the Company, warranty or covenant of any covenant or agreement of Buyer and/or Parent such Purchaser contained in or arising out of this Agreement, or (iii) the Business as conducted by Buyer and/or Parent, after the Closing Date. (D) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section (E) On the Closing Date, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of the Common Stock which is part of the Purchase Price (the "Escrowed Amount") shall be delivered to the escrow agent listed on Exhibit A (the "Escrow Agent") to be held in escrow in accordance with the terms of a separate escrow agreement to be entered into between the parties (the "Indemnity Escrow Agreement") on or prior to the Closing Date. The Escrowed Amount will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Company and the Shareholders, or any of them, to Buyer pursuant to the terms of Article II, Section 2, Paragraph (B) of this Agreement. Indemnity claims by Buyer pursuant to said Paragraph (B) shall be satisfied first To the extent that the foregoing undertaking by the reduction Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of the Escrowed Amount until the termination of the Indemnity Escrow Agreement and thereafter by the Company and the Shareholders, jointly and severally. The Escrowed Amount does not constitute a limit on the liability of the Company and the Shareholders to Buyer hereunder, it being understood and agreed that the Company and each of the Shareholders, shall remain jointly and severally liable to satisfy the amount of such claims Corporation Indemnified Liabilities which exceed the Escrowed Amount. The Escrowed Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Company, the Shareholders and Buyer on or before the Closing Date. Among other things, the Indemnity Escrow Agreement will provide that on March 31, 2000, the Escrow Agent shall deliver to the Company or its designee the Common Stock then being held by the Escrow Agent, if any, as has not previously been applied pursuant to the terms of said Indemnity Escrow Agreement, unless an indemnification claim by Buyer against the Company and/or the Shareholders is then pendingpermissible under applicable law.