Exhibit 99.6
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (hereinafter the "Agreement") is made
this 26th day of February, 2003, by and between
Xxxxxxxx Xxxxx
00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
hereinafter referred to as "Perry"
and
Whitewing Environmental Corp.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
hereinafter referred to as "Whitewing"
W I T N E S S E T H:
WHEREAS, in order to advance the business operations of Advanced
Recovery Solutions, Inc. (hereinafter "ARS"), Perry executed certain personal
guarantees; and
WHEREAS, Perry has contracted to sell his shares of ARS to Whitewing;
and
WHEREAS, as part of the sale of ARS shares to Whitewing, Whitewing
agreed to indemnify Perry against any action taken against him on those personal
guarantees;
NOW, THEREFORE, in consideration of the facts recited hereinabove and
the mutual promises and covenants set forth herein, and desiring to be legally
bound hereby, the parties hereto agree as follows: 1. Whitewing agrees to
indemnify, defend, and hold Perry harmless with respect to any claims, causes of
action, damages, costs, expenses (including attorneys' fees and other
professional fees and expenses), and any liability incurred by Perry as a result
of any personal guarantee Perry signed in order to obtain financing or credit
for ARS. 2. Notwithstanding any other provisions hereunder, this Agreement is
expressly conditioned upon the closing of Whitewing's purchase of the shares of
ARS held by Perry and Xxxxx Dancer. In the event the said purchase of shares
does not close, this Agreement shall be null and void in all respects.
IN WITNESS WHEREOF, Buyer and Seller have duly executed this Agreement
as of the day and year first above written.
WITNESS:
Whitewing Environmental Corp.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxx, Secretary Xxxxxx Xxxxxx, Chairman
/s/ Xxxxxx X. Xxxxxxx Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
