INDEMNIFICATION AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, including the willingness and commitment of 5% Convertible
Debenture holders (totalling an aggregate of $330,000) ("Debenture Holders") of
Xxxxxx Group, Inc. ("Xxxxxx") and subscribers to the shares of Common Stock of
Xxxxxx offered in a private offering through a Confidential Term Sheet dated
November 14, 1997 ("Subscribers") (Debenture Holders and Subscribers
collectively referred to as "Indemnitees"), to invest the aggregate of the funds
received from the Debenture Holders and Subscribers ("Indemnification Amount")
in Xxxxxx to be used by Xxxxxx to enter into and consummate a certain
Reorganization Agreement (the "Agreement") dated as of November 17, 1997 between
Xxxxxx and UNITED INFORMATION SYSTEMS, INC. ("UIS"), UIS INDUSTRIAL LTDA ("UIS
Brazil"), and the shareholders of the UIS Companies ("Indemnitors"), Indemnitors
hereby jointly and severally indemnify and hold harmless Indemnitees, for a
period of eighteen months from the date of the Agreement, from and against any
and all claims, actions, causes of actions, judgments, liabilities, loss,
damages, costs or expenses of whatever kind or nature (including attorneys fees
and costs through all negotiations, trials and appellate proceedings) which may
be made, asserted, assessed or entered against any of the Indemnitees,
including, but not limited to a loss or diminution in value of shares of stock
of Section by the Indemnitees, resulting from any matter for which UIS or UIS
Brazil may have liability under Article X of the Agreement.
The indemnification obligations provided hereby shall not, in any
event, exceed the Indemnification Amount, plus any and all attorneys fees and
costs through all negotiation, trials and appellate proceedings incurred in
connection with the enforcement of the rights of Indemnitees hereunder. The
rights hereunder shall be in addition to, and not in lieu of, any rights of
Xxxxxx under the Agreement.
This agreement shall inure to the benefit of, and shall be enforceable
by, each of the Indemnitees as if a named party hereto. This agreement shall be
binding on the successors and assigns of the indemnitors, and shall accrue to
the benefit of the successors and assigns of the Indemnitees.
IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement this 17 day of November, 1997.
UNITED INFORMATION XXXXXX GROUP, INC.
SYSTEMS, INC.
By: By:
------------------------------- --------------------------------
By: By: /s/ Xxxxx Xxxxxx Xxxx
------------------------------- --------------------------------
Xxxxx Xxxxxx Xxxx
By: /s/ Xxxx Xxxxxx Xxxxxxx Xx Xxxxxx
--------------------------------
Xxxx Xxxxxx Xxxxxxx Xx Xxxxxx
By: /s/ Xxxxx Xxxxxxxx X. xx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxxx X. xx Xxxxxxxx
By: /s/ Xxxxxx Xxxx
--------------------------------
Xxxxxx Xxxx
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx
By: /s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx
By: /s/ Xxxx Xxxx
--------------------------------
Xxxx Xxxx
2
