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Exhibit 10.6
INDEMNIFICATION AGREEMENT
This Indemnification Agreement dated as of this ____ day of _________,
1999 ("Agreement"), is made and entered into by and between World Commerce
Online, Inc., a Nevada corporation ("Company"), and _____________________
("Indemnitee"):
R E C I T A L S:
WHEREAS, competent and experienced persons are becoming increasingly
reluctant to serve publicly-held corporation as directors, officers, or in
other capacities unless they are provided with adequate protection through
liability insurance or adequate indemnification against inordinate risks of
claims and actions against them arising out of their service to the
corporation; and
WHEREAS, the current unavailability, inadequacy, and extraordinary
cost of adequate insurance and the uncertainties relating to indemnification
have increased the difficulty of attracting and retaining such persons; and
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the inability to attract and retain such persons is detrimental
to the best interests of the Company's shareholders and that the Company should
act to assure such person that there will be increased certainty of such
protection in the future; and
WHEREAS, Section 78.7502 of the Nevada Revised Statutes empower the
Company to indemnify its officers, directors, employees and agents by agreement
and to indemnify persons who serve, at the request of the Company, as
directors, officers, employees, or agents or other corporations or enterprises,
and Section 78.751 of the Nevada Revised Statutes expressly provides that the
indemnification provided therein is not exclusive; and
WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such person to the fullest extent
permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified; and
WHEREAS, Indemnitee is willing to serve, or continue to serve and to
take on additional service for or on behalf of the Company on the condition
that he be so indemnified.
NOW, THEREFORE, for the reasons set forth hereinabove, and in
consideration of the mutual promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee do hereby covenant and agree as
follows:
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1. Definitions. For purposes of this Agreement:
(a) "Change of Control" shall mean a change in control of the
Company occurring after the Effective Date (as hereinafter defined) of a nature
that would be required to be reported in response to Item 1 of the Current
Report on Form 8-K (or in response to any similar item on any similar schedule
or form) promulgated under the Securities Exchange Act of 1934 (the "Act"),
whether or not the company is then subject to such reporting requirement;
provided, however, that, without limitation, such a Change of Control shall be
deemed to have occurred if, after the Effective Date: (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then outstanding securities
without the prior approval of at least two-thirds of the members of the Board
of Directors in office immediately prior to such person attaining such
percentage; (ii) the Company is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors
(including for this purpose any new director whose election or nomination for
election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.
(b) "Corporate Status" shall mean the status of a person who
is or was a director, officer, employee, agent or fiduciary of the Company or
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the request of
the Company.
(c) "Disinterested Director" shall mean a director of the
company who is not and was not a party to the Proceeding (as hereinafter
defined) in respect of which indemnification is sought by Indemnitee.
(d) "Effective Date" shall mean the date first above written.
(e) "Expenses" shall mean and include all reasonable
attorneys' fees, paralegal fees, retainers, amounts paid in settlement, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
proceeding.
(f) "Independent Counsel" shall mean a law firm, or a member
of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent: (i)
the Company or Indemnitee in any matter material to either such party; or (ii)
any other party to the Proceeding giving rise to a claim for
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indemnification hereunder. Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.
(g) "Proceeding" shall mean and include any action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative, whether or not initiated prior to the
Effective Date, except a proceeding initiated by an Indemnitee pursuant to
Section 11 of this Agreement to enforce his rights under this Agreement.
2. Agreement to Serve. Indemnitee agrees to serve as a director
and/or an officer of the Company. Indemnitee may at any time and for any reason
resign from such position(s) (subject to any other contractual obligation or
any obligation imposed by operation of law). The Company shall have no
obligation under this Agreement to continue Indemnitee's position with the
Company.
3. Indemnification - General. The Company shall indemnify and
advance Expenses to Indemnitee as provided in this Agreement and to the fullest
extent permitted by applicable law in effect on the date hereof and to such
greater extent as applicable law may thereafter from time to time permit. The
rights of Indemnitee provided under this Section shall include, but shall not
be limited to, the rights set forth in the other sections of this Agreement.
4. Third Party Actions. Indemnitee shall be entitled to the
rights of indemnification provided in this Section 4 if, by reason of his
Corporate Status, he is or is threatened to be made a party to any threatened,
pending or completed Proceeding, other than a Proceeding by or in the right of
the Company. Pursuant to this Section 4, Indemnitee shall be indemnified
against Expenses, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with any
such Proceeding or any claim, issue or matter therein, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal Proceeding, had
no reasonable cause to believe his conduct was unlawful.
5. Derivative Actions. Indemnitee shall be entitled to the
rights of indemnification provided in this Section 5 if, by reason of his
Corporate Status, he is or is threatened to be made a party to any threatened,
pending or completed Proceeding brought by or in the right of the Company to
procure a judgment in its favor. Pursuant to this Section 5, Indemnitee shall
be indemnified against Expenses actually and reasonably incurred by him or on
his behalf in connection with such Proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the Company. Notwithstanding the foregoing, no indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company, if applicable law prohibits such indemnification against Expenses;
provided, however, that the Company shall nevertheless indemnify Indemnitee
against such expenses in such event if
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and only to the extent that the Circuit Court of the State of Florida, or the
court in which such Proceeding shall have been brought or is pending, shall
determine are reasonable and necessary.
6. Indemnification for Expenses of an Indemnitee. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to and is successful on the merits or
otherwise in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 6, and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.
7. Indemnification for Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf
in connection therewith.
8. Advancement of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within twenty (20) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it
shall ultimately be determined that Indemnitee is not entitled to be
indemnified against such Expenses.
9. Indemnification Procedure.
(a) To obtain indemnification under this Agreement,
Indemnitee shall submit to the Secretary of the Company (or to such other
officer as may be designated by the Board of Directors) a written request,
including therein or therewith such documentation and information as is
reasonably available to Indemnitee and as is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The
Secretary or other designated officer of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors in
writing that Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for
indemnification pursuant to Section 9(a) hereof, a determination with respect
to Indemnitee's entitlement thereto, if required by applicable law, shall be
made in the following specific cases: (i) if a Change of Control (as herein
defined) shall have occurred, by Independent Counsel (as herein defined)
(unless Indemnitee shall request that such determination be made by the Board
of Directors or the shareholders, in which case by the person or persons or in
the manner provided in clauses
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(ii) or (iii) of this Section 9(b)) in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change
of Control shall not have occurred, (A) by the Board of Directors by a majority
vote of a quorum consisting of Disinterested Directors or (B) if a quorum of
the Board of Directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee or (C) if directed by the Directors, by
the shareholders of the Company; or (iii) as provided in Section 10(b) of this
Agreement; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to or on behalf of Indemnitee shall be made within ten
(10) days after such determination. Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee's
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which
is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination. Any Expenses incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.
(c) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 9(b)
hereof, the Independent Counsel shall be selected as provided in this Section
9(c). If a Change of Control shall not have occurred, the Independent Counsel
shall be selected by the Board of Directors, and the Company shall give written
notice to Indemnitee advising him of the identity of the Independent Counsel so
selected. If a Change of Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board of Directors, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either
event, Indemnitee or the Company, as the case may be, may, within seven (7)
days after such written notice of selection shall have been given, deliver to
the Company or to Indemnitee, as the case may be, a written objection to such
selection. Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of "Independent
Counsel" as defined in Section 1 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. If such written
objection is made, the Independent Counsel so selected may not serve as
Independent Counsel unless and until a court has determined that such objection
is without merit. If, within twenty (20) days after submission by Indemnitee of
a written request for indemnification pursuant to Section 9(a) hereof, no
Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Circuit Court of the State of Florida
for the County of Orange for resolution of any objection which shall have been
made by the Company or Indemnitee of the other party's selection of Independent
Counsel and/or for the appointment of Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the
person with respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 9(b) hereof. The
Company shall pay any and all reasonable fees and Expenses of Independent
Counsel incurred by such Independent
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Counsel in connection with such Independent Counsel's obligations under Section
9(b) hereof, and the Company shall pay all reasonable fees and Expenses
incident to the procedures of this Section 9(c), regardless of the manner in
which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial Proceeding pursuant to Section 11(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).
10. Presumptions and Effect of Certain Proceedings.
(a) If a Change of Control shall have occurred, in
making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with
Section 9(a) of this Agreement, and the Company shall have the burden of proof
to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.
(b) If the person, persons or entity empowered or
selected under Section 9 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within sixty
(60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification absent: (i) a
misstatement by Indemnitee of a material fact or an omission of a material fact
necessary to make indemnitee's statement not materially misleading in
connection with the request for indemnification; or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such 60-day
period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making the determination
with respect to entitlement to indemnification in good faith requires such
additional time for the obtaining or evaluating of documentation and/or
information relating thereto; and provided, further, that the foregoing
provisions of this Section 10(b) shall not apply: (y) if the determination of
entitlement to indemnification is to be made by the shareholders pursuant to
Section 9(b) of this Agreement and if: (A) within fifteen (15) days after
receipt by the Company of the request for such determination the Board of
Directors has resolved to submit such determination to the shareholders for
their consideration at an annual meeting thereof to be held within seventy-five
(75) days after such receipt and such determination is made thereat; or (B) a
special meeting of shareholders is called within fifteen (15) days after such
receipt for the purpose of making such determination, such meeting is held for
such purpose within sixty (60) days after having been so called and such
determination is made thereat; or (z) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 9(b)
of this Agreement.
(c) The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not
act in
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good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct
was unlawful.
11. Remedies of Indemnitee.
(a) In the event that: (i) a determination is made
pursuant to Section 9 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement; (ii) advancement of Expenses is not
timely made pursuant to Section 8 of this Agreement; (iii) the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 9(b) of this Agreement and such determination shall not have been made
and delivered in a written opinion within ninety (90) days after receipt by the
Company of the request for indemnification; (iv) payment of indemnification is
not made pursuant to Section 5 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor; or (v) payment of
indemnification is not made within ten (10) days after a determination has been
made that Indemnitee is entitled to indemnification or such determination is
deemed to have been made pursuant to Sections 9 or 10 of this Agreement,
Indemnitee shall be entitled to an adjudication in an appropriate court of the
State of Florida, or in any other court of competent jurisdiction, of his
entitlement to such indemnification or advancement of expenses. Indemnitee
shall commence such proceeding seeking an adjudication within one hundred
eighty (180) days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a). The Company shall not
oppose indemnitee's right to seek any such adjudication.
(b) In the event that a determination shall have been
made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to
indemnification, any judicial Proceeding commenced pursuant to this Section 11
shall be conducted in all respects as a de novo trial on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. If
a Change of Control shall have occurred, in any judicial Proceeding commenced
pursuant to this Section 11, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as
the case may be.
(c) If a determination shall have been made or deemed to
have been made pursuant to Sections 9 or 10 of this Agreement that Indemnitee
is entitled to indemnification, the Company shall be bound by such
determination in any judicial Proceeding commenced pursuant to this Section 11,
absent: (i) a misstatement by Indemnitee of a material fact or an omission of a
material fact necessary to make Indemnitees statement not materially
misleading, in connection with the request for indemnification; or (ii) a
prohibition of such indemnification under applicable law.
(d) The Company shall be precluded from asserting in any
judicial Proceeding commenced pursuant to this Section 11 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and
shall stipulate in any such court that the Company is bound by all the
provisions of this Agreement.
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(e) In the event that Indemnitee, pursuant to this
Section 11, seeks a judicial adjudication to enforce his rights under, or to
recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company against, any
and all expenses (of the types described in the definition of Expenses in
Section 1 of this Agreement) actually and reasonably incurred by him in such
judicial adjudication, but only if he prevails therein. If it shall be
determined in said judicial adjudication that Indemnitee is entitled to receive
part but not all of the indemnified action or advancement of Expenses sought,
the Expenses incurred by Indemnitee in connection with such judicial
adjudication shall be appropriately prorated.
12. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
(a) The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Articles of Incorporation, the Bylaws, any agreement,
a vote of shareholders or a resolution of directors, or otherwise. No
amendment, alteration or repeal of this Agreement or any provision hereof shall
be effective as to any Indemnitee with respect to any action taken or omitted
by such Indemnitee in his Corporate Status prior to such amendment, alteration
or repeal.
(b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers,
employees, agents or fiduciaries of the Company or of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Company, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer,
employee or agent under such policy or policies.
(c) In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment as all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement
to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
(e) The Company may, to the fullest extent authorized by
law, create a trust fund, grant a security interest and/or use other means
(including, without limitation, letters of credit, surety bonds and other
similar arrangements) to ensure the payment of such amounts as may become
necessary to effect indemnification provided hereunder.
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13. Duration of Agreement. This Agreement shall continue until and
terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the
request of the Company; or (b) the final termination of all pending Proceedings
in respect of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Section 11 of this Agreement relating thereto. This Agreement shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of Indemnitee and his heirs, executors and administrators.
14. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.
15. Exceptions to Indemnification Rights. Notwithstanding any
other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding, or any claim therein, brought or made by him against the
Company.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.
17. Captions. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.
18. Amendment and Waiver. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver.
19. Notice by Indemnitee. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.
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20. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given: (i) if delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, then when so
delivered; or (ii) if mailed by certified mail, return receipt requested, with
postage prepaid, on the third business day after the date on which it is so
mailed:
(a) If to Indemnitee, to the address set forth
immediately following Indemnitee's signature hereinbelow.
(b) If to the Company, to: 0000 Xxxxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxx 00000. Attention: Corporate secretary.
or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.
21. Governing Law. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Nevada, without giving effect to the principals of conflicts of laws.
22. Gender. Use of the masculine pronoun shall be deemed to
include usage of the feminine pronoun where appropriate.
IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement on the day and year first above written.
"COMPANY"
WORLD COMMERCE ONLINE, INC.
By:
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Xxxxxx Xxxx, Chief Executive Officer
INDEMNITEE
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Name:
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Address:
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