Exhibit 10.5
AGREEMENT
TO
HOLD HARMLESS AND INDEMNIFY
Agreement made this 2nd day of September, 1999, by and between
U.S. Medical Alliance, a Delaware Corporation, and its successor in interest
X-Xxxx.xxx, also a Delaware Corporation (collectively, "UMAI"); and Member-Link
Systems, Inc., a Delaware corporation ("MLS").
UMAI and MLS have agreed to enter into various arrangements
and joint business activities, as evidenced by other agreements being made
between them contemporaneously with this one. Except for the discussions leading
up to these arrangements, which have proceeded for approximately 30 days prior
to this Agreement, MLS and UMAI have had no previous dealings, business
arrangements, investment in each other, or joint activities of any kind
whatsoever.
Therefore, as part of its consideration for the contribution
by MLS of its licenses and other things of value, UMAI hereby agrees to hold
harmless, indemnify and defend MLS, its officers, directors, employees and
shareholders, from and against any losses, claims, lawsuits, damages,
liabilities, fines and expenses (including attorneys' fees and costs) arising
out of or relating to any activities, transactions, litigation, contracts, or
securities matters involving UMAI that may have or are alleged to have occurred
prior to the closing date of the transfer of equity consideration to MLS. This
provision includes in its scope but is not limited to, any activities,
transactions, litigation, contracts or securities matters conducted under either
of the names attributed above to UMAI, or otherwise involving them.
UMAI, and the undersigned on its behalf, represents and
warrants that it has full legal rights, power and authority to make the
foregoing Agreement, and that this Agreement is legal, valid and binding, and
enforceable against it in accordance with its terms.
Signed: /s/ Xxxxx X. Xxxxxx Date: September 2, 1999
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Xxxxx X. Xxxxxx, President & Chairman
U.S. Medical Alliance and X-Xxxx.xxx
Signed: /s/ Xxxx X. Xxxxxxxxxxx Date: September 2, 1999
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Xxxx X. Xxxxxxxxxxx, President & Chairman
Member-Link Systems, Inc.
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