INDEMNITY AGREEMENT
This Indemnity Agreement is made and entered into as of May 31, 1998,
by The Xxxxxxx Group Career Satisfaction Corporation, a Utah corporation
("Company"), in favor of those persons identified on the signature page hereof
as Guarantors who have guaranteed certain obligations and the performance of the
Company and the Guarantors in their capacity as guarantors of the Company since
the formation of the Company through and including the date of this Agreement
(collectively, including the schedules, exhibits and attachments thereto, the
"Transaction Documents") entered into in connection with various transactions
entered into by the Company.
In consideration of the guaranties and obligations of Guarantors in the
event of defaults by or failure of the Company to perform its obligations under
the Transaction Documents, the parties hereto agree as follows:
1. Company hereby agrees that in the event of a default by Company
under the terms of the Transaction Documents, or any of them, and the subsequent
payment of any such sums by Guarantors or any of them, whether in cash or in the
taking or sale of the Collateral, then Company will repay the obligation and
liability of each Guarantor incurred under the Transaction Documents in
connection with such default or failure, by (a) immediately transferring and
assigning to each Guarantor incurring such liability, and to the extent of such
liability and any payment(s) made by said Guarantor, shares of the Company's
Common Stock in a number at least equal in value to the fair market value of
those shares of Common Stock pledged by such Guarantor that have been taken or
disposed of by the Buyer or other holder under the Transaction Documents, as the
case may be, to satisfy the Company's obligations under said instruments, and
(b) the immediate payment of cash in an amount equal to the out-of-pocket
damages of such Guarantor, measured by the sum of any and all payments of
principal and/or interest or penalty or other cash payment made by the Guarantor
under the Transaction Documents, together with interest thereon at the greater
of (i) 10% per annum or (ii) the interest rate of any borrowed funds used by the
Guarantor to satisfy his obligations under the Transaction Documents. In
addition, the Company shall pay in cash an amount equal to any tax or similar
payment required to be made by the Guarantors on account of the payment of any
sums required to be paid hereunder, together with any expense or cost incurred
by Guarantors in connection with his compliance with his performance under the
Transaction Documents, including, but not limited to attorneys fees, taxes,
interest, bank fees, penalties, travel and related costs, and other
out-of-pocket costs actually incurred.
2. The following additional general provisions shall apply to
this Indemnity Agreement:
A. This Agreement has been executed in and shall be
governed by and construed in accordance with the laws of
the State of Utah, without regard to choice of law
provisions.
B. This Agreement sets forth the entire understanding between
the parties hereto with respect to the subject matter
hereof. It may not be altered, amended or revoked except
by the written agreement of all of the parties.
C. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, personal
representatives and permitted assigns.
D. In the event of a default by the Company in the
performance of its duties hereunder, the Guarantors will
be entitled to receive, and Company shall promptly pay,
all costs incurred in connection with the enforcement of
their respective rights under the Transaction Documents
and this Agreement, including attorneys fees and costs of
court.
E. This Agreement shall continue in full force and effect
until the termination or expiration of each of the
Transaction Documents, as the same may hereafter be
amended or extended.
DATED the ___ day of September 2000 and effective as provided above.
The Xxxxxxx Group Career Satisfaction Corporation
By: /s/ Xxxxxxx Xxxxx
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Its: President
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Guarantors:
/s/ XX Xxxxxx
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XX Xxxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
