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EXHIBIT 99.2
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AGREEMENT made this _____ day of October, 1999, by and
between Phoenix Resources Technologies, Inc., a Nevada
corporation (the "Phoenix") and Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
and Xxxxxx Xxxxx ("Xxxxxxx, Xxxxxxx and Price").
WHEREAS, Phoenix and one Xxx Xxxxx ("Xxxxx") have entered
into an agreement whereby Phoenix is going to issue to Xxxxx on
behalf of certain third parties, 9,000,000 restricted shares of
common stock in consideration of the payment of $300,000;
WHEREAS, it appears that certain former officers and
directors of Phoenix may have claims for indemnification against
Phoenix;
WHEREAS, Xxxxx is concerned that in the future, former
officers and directors of Phoenix may make indemnification claims
against Phoenix; and,
WHEREAS, in order to induce Xxxxx to proceed with the
acquisition of the aforementioned 9,000,000 shares, Xxxxxxx,
Xxxxxxx and Price have agreed to personally indemnify and hold
Phoenix harmless from any and all claims and judgments, including
attorney's fees, made by former officers and directors of
Phoenix.
NOW THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed as follows:
1. The foregoing recitals are hereby made part of this
agreement.
2. Upon Xxxxx purchasing 9,000,000 shares of Phoenix common
stock, Xxxxxxx, Xxxxxxx and Price, jointly and severally, hereby
indemnify and hold Phoenix safe and harmless from any and all
claims made by any former officers or directors of Phoenix for
any reason. Such indemnification and hold harmless includes, but
is not limited to claims, judgments, causes of action, demands
and includes any and all attorney's fees incurred by Phoenix in
connection with any of the foregoing. Upon noitce of a claim,
Nichols, Nichols, and Price will select the attorneys to defend
or respond to actions or claims intiated or threatened and will
be responsible for the payment of all fees due the attorney's so
selected by them. Further, Nichols, Nichols, and Price will be
responsible for the attorney's so selected.
3. The obligation of Xxxxxxx, Xxxxxxx and Price will
continue for a period of fifteen (15) years from the date hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written.
PHOENIX RESOURCES TECHNOLOGIES, INC.
BY: _____________________________
Xxxxxxx Xxxxxxx, President
XXXXXXX, XXXXXXX AND PRICE
_________________________________
Xxxxx Xxxxxxx
_________________________________
Xxxxxxx Xxxxxxx
_________________________________
Xxxxxx Xxxxx
