Unassociated Document


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (this “Agreement”)
      is
      executed on and effective as of October  ,
      2007
      (the “Effective
      Date”),
      by
      and between Cab-tive Advertising, Inc., a Nevada corporation, and its direct
      and
      indirect subsidiaries (the “Company”),
      and
  (“Indemnitee”).

     

    Recitals:

     

    The
      Company and Indemnitee recognize the difficulty in obtaining directors’ and
      officers’ liability insurance, the increases in the cost of such insurance, and
      the general limitations in the coverage of such insurance.

     

    The
      Company and Indemnitee further recognize the substantial increase in corporate
      litigation in general, subjecting officers and directors to expensive litigation
      risks at the same time as the availability and coverage of liability insurance
      has been severely limited.

     

    Indemnitee
      does not regard the current protection available as adequate under the present
      circumstances, and Indemnitee and other officers and directors of the Company
      may not be willing to serve or continue to serve as officers and directors
      without additional protection.

     

    The
      Company desires to attract and retain the services of highly qualified
      individuals, such as Indemnitee, to serve as officers and directors of the
      Company and to indemnify its officers and directors so as to provide them with
      the maximum protection permitted by law.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing recitals and the mutual promises set forth in
      this Agreement, the parties to this Agreement agree as follows:

    

      
        	 	
                Section
                  1.

              	
                Indemnification.

              


      

    

     

    1.1  Third
      Party Proceedings.
      The
      Company shall indemnify Indemnitee and any partnership, corporation, trust,
      or
      other entity of which Indemnitee is or was a partner, stockholder, trustee,
      director, officer, employee, or agent (each such partnership, corporation,
      trust, or other entity also being referred to as an “Indemnitee”)
      if
      Indemnitee is or was a party or is threatened to be made a party to any
      threatened, pending, or completed action, suit or proceeding, whether civil,
      criminal, administrative, or investigative (other than an action by or in the
      right of the Company) by reason of the fact that Indemnitee is or was a
      director, officer, employee, or agent of the Company, or any subsidiary of
      the
      Company, by reason of any action or inaction on the part of Indemnitee while
      an
      officer or director or by reason of the fact that Indemnitee is or was serving
      at the request of the Company as a director, officer, employee, or agent of
      another corporation, partnership, joint venture, trust, or other enterprise,
      against expenses (including attorneys’ fees), judgments, fines, and amounts paid
      in settlement (if such settlement is approved in advance by the Company, which
      approval shall not be unreasonably withheld) actually and reasonably incurred
      by
      Indemnitee in connection with such action, suit, or proceeding, if Indemnitee
      acted in good faith and in a manner Indemnitee reasonably believed to be in
      or
      not opposed to the best interests of the Company, and, with respect to any
      criminal action or proceeding, had no reasonable cause to believe Indemnitee’s
      conduct was unlawful. The termination of any action, suit, or proceeding by
      judgment, order, settlement, conviction, or upon a plea of nolo
      contendere
      or its
      equivalent, shall not, of itself, create a presumption that Indemnitee did
      not
      act in good faith and in a manner that Indemnitee reasonably believed to be
      in
      or not opposed to the best interests of the Company, and, with respect to any
      criminal action or proceeding, had reasonable cause to believe that Indemnitee’s
      conduct was unlawful.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.2  Proceedings
      By or in the Right of the Company.
      The
      Company shall indemnify Indemnitee if Indemnitee was or is a party or is
      threatened to be made a party to any threatened, pending, or completed action
      or
      suit by or in the right of the Company or any subsidiary of the Company to
      procure a judgment in its favor by reason of the fact that Indemnitee is or
      was
      a director, officer, employee, or agent of the Company, or any subsidiary of
      the
      Company, by reason of any action or inaction on the part of Indemnitee while
      an
      officer or director or by reason of the fact that Indemnitee is or was serving
      at the request of the Company as a director, officer, employee, or agent of
      another corporation, partnership, joint venture, trust, or other enterprise,
      against expenses (including attorneys’ fees) and, to the fullest extent
      permitted by law, amounts paid in settlement, in each case to the extent
      actually and reasonably incurred by Indemnitee in connection with the defense
      or
      settlement of such action or suit, if Indemnitee acted in good faith and in
      a
      manner Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Company.

     

    1.3  Mandatory
      Payment of Expenses.
      To the
      extent that Indemnitee has been successful on the merits or otherwise in defense
      of any action, suit, or proceeding referred to in Sections
      1.1
      and
1.2
      or the
      defense of any claim, issue, or matter in Section
      1.1
      or
1.2,
      Indemnitee shall be indemnified against expenses (including attorneys’ fees)
      actually and reasonably incurred by Indemnitee in connection with such
      defense.

    

      
        	 	
                Section
                  2.

              	
                Expenses:
                  Indemnification
                  Procedure.

              


      

    

     

    2.1  Advancement
      of Expenses.
      The
      Company shall advance all expenses incurred by Indemnitee, and, to the fullest
      extent permitted by law, amounts paid in settlement by Indemnitee, in connection
      with the investigation, defense, settlement, or appeal of any civil or criminal
      action, suit, or proceeding referenced in Section
      1.1
      or
1.2
      of this
      Agreement. Indemnitee hereby undertakes to repay such amounts advanced only
      if,
      and to the extent that, it shall ultimately be determined in a non-appealable,
      final judgment that Indemnitee is not entitled to be indemnified by the Company
      as authorized by this Agreement. The advances to be made under this Agreement
      shall be paid by the Company to Indemnitee within 20 days following delivery
      of
      a written request for such advance by Indemnitee to the Company.

     

    2.2  Notice/Cooperation
      by Indemnitee.
      Indemnitee shall, as a condition precedent to his or its right to be indemnified
      under this Agreement, give the Company notice in writing as soon as practicable
      of any claim made against Indemnitee for which indemnification shall or could
      be
      sought under this Agreement. Notice to the Company shall be directed to the
      President of the Company at the address shown on the signature page of this
      Agreement, or such other address as the Company shall designate in writing
      to
      Indemnitee. Notice shall be deemed received three business days after the date
      postmarked if sent by domestic certified or registered mail, properly addressed;
      otherwise notice shall be deemed received when such notice shall actually be
      received by the Company. In addition, Indemnitee shall give the Company such
      information and cooperation as it may reasonably require and as shall be within
      Indemnitee’s power.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.3  Procedure.
      Any
      indemnification and advances provided for in Section
      1
      and this
Section
      2
      shall be
      made no later than 20 days after receipt of the written request of Indemnitee.
      If a claim under this Agreement, under any statute, or under any provision
      of
      the Company’s Articles of Incorporation or Bylaws providing for indemnification,
      is not paid in full by the Company within 20 days after a written request for
      payment of such claim has first been received by the Company, Indemnitee may,
      but need not, at any time thereafter bring an action against the Company to
      recover the unpaid amount of the claim and, subject to Section
      12
      of this
      Agreement, Indemnitee shall also be entitled to be paid for the expenses
      (including attorneys’ fees) of bringing such action. It shall be a defense to
      any such action (other than an action brought to enforce a claim for expenses
      incurred in connection with any action, suit, or proceeding in advance of its
      final disposition) that Indemnitee has not met the standards of conduct that
      make it permissible under applicable law for the Company to indemnify Indemnitee
      for the amount claimed, but the burden of proving such defense shall be on
      the
      Company and Indemnitee shall be entitled to receive interim payments of expenses
      pursuant to Section
      2.1
      unless
      and until such defense may be finally adjudicated by court order or judgment
      from which no further right of appeal exists. It is the parties’ intention that
      if the Company contests Indemnitee’s right to indemnification, the question of
      Indemnitee’s right to indemnification shall be for the court to decide, and
      neither the failure of the Company (including its Board of Directors, any
      committee or subgroup of the Board of Directors, independent legal counsel,
      or
      its stockholders) to have made a determination that indemnification of
      Indemnitee is proper in the circumstances because Indemnitee has met the
      applicable standard of conduct required by applicable law, nor an actual
      determination by the Company (including its Board of Directors, any committee
      or
      subgroup of the Board of Directors, independent legal counsel, or its
      stockholders) that Indemnitee has not met such applicable standard of conduct,
      shall create a presumption that Indemnitee has or has not met the applicable
      standard of conduct.

     

    2.4  Notice
      to Insurers.
      If, at
      the time of the receipt of a notice of a claim pursuant to Section
      2.2
      of this
      Agreement, the Company has directors’ and officers’ liability insurance in
      effect, the Company shall give prompt notice of the commencement of such
      proceeding to the insurers in accordance with the procedures set forth in the
      respective policies. The Company shall thereafter take all necessary or
      desirable action to cause such insurers to pay, on behalf of the Indemnitee,
      all
      amounts payable as a result of such proceeding in accordance with the terms
      of
      such policies.

     

    2.5  Selection
      of Counsel.
      In the
      event the Company shall be obligated under Section
      2.1
      of this
      Agreement to pay the expenses of any proceeding against Indemnitee, the Company,
      if appropriate, shall be entitled to assume the defense of such proceeding,
      with
      counsel approved by Indemnitee (whose approval shall not be unreasonably
      withheld), upon the delivery to Indemnitee of written notice of its election
      so
      to do. After delivery of such notice, approval of such counsel by Indemnitee
      and
      the retention of such counsel by the Company, the Company shall continue to
      be
      liable to Indemnitee under this Agreement for any fees of counsel subsequently
      incurred by Indemnitee with respect to the same proceeding.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                3.

            	
              Additional Indemnification Rights;
                Nonexclusivity.

            


    

     

    3.1  Scope.
      Notwithstanding any other provision of this Agreement, the Company hereby agrees
      to indemnify the Indemnitee to the fullest extent permitted by law,
      notwithstanding that such indemnification is not specifically authorized by
      the
      other provisions of this Agreement, the Company’s Articles of Incorporation, the
      Company’s Bylaws, or by statute. In the event of any change, after the date of
      this Agreement, in any applicable law, statute, or rule that expands the right
      of a Nevada corporation to indemnify a member of its board of directors or
      an
      officer, such changes shall be, ipso
      facto,
      within
      the purview of Indemnitee’s rights and Company’s obligations under this
      Agreement. In the event of any change in any applicable law, statute, or rule
      that narrows the right of a Nevada corporation to indemnify a member of its
      board of directors or an officer, such changes, to the extent not otherwise
      required by such law, statute, or rule to be applied to this Agreement, shall
      have no effect on this Agreement or the parties’ rights and obligations under
      this agreement.

     

    3.2  Nonexclusivity.
      The
      indemnification provided by this Agreement shall not be deemed exclusive of
      any
      rights to which Indemnitee or any other Indemnitee may be entitled under the
      Company’s Articles of Incorporation, its Bylaws, any agreement, any vote of
      stockholders or disinterested directors, the Revised Statues of the State of
      Nevada, or otherwise, both as to action in Indemnitee’s official capacity and as
      to action in another capacity while holding such office. The indemnification
      provided under this Agreement shall continue as to Indemnitee and each other
      Indemnitee for any action taken or not taken while Indemnitee is or was serving
      in an indemnified capacity even though he may have ceased to serve in such
      capacity at the time of any action, suit, or other covered
      proceeding.

     

    Section
      4.  Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the expenses, judgments, fines, or
      penalties actually or reasonably incurred by Indemnitee in the investigation,
      defense, appeal, or settlement of any civil or criminal action, suit, or
      proceeding, but not, however, for the total amount of any such expenses,
      judgments, fines, or penalties, the Company shall nevertheless indemnify
      Indemnitee for the portion of such expenses, judgments, fines, or penalties
      to
      which Indemnitee is entitled.

     

    Section
      5.  Directors
      and Officers Liability Insurance Extended Reporting
      Endorsement.
      For the
      period beginning on the date of this Agreement and continuing for at least
      five
      years thereafter, Company
      acknowledges and agrees to purchase at Company’s expense an extended reporting
      endorsement, or a "tail," for each claims-made insurance policy now in effect
      at
      the Company or its wholly-owned subsidiary, Full Circle Industries, Inc., to
      provide continued coverage for any event or omission which may have occurred
      during the policy period which could give rise to coverage under such policy.
      Company shall name Indemnitee as an additional insured with respect to each
      such
      extended reporting endorsement.

     

    Section
      6.  Severability.
      The
      provisions of this Agreement shall be severable as provided in this Section
      6.
      If this
      Agreement or any portion of this Agreement shall be invalidated on any ground
      by
      any court of competent jurisdiction, then the Company shall nevertheless
      indemnify Indemnitee and each other Indemnitee to the full extent permitted
      by
      any applicable portion of this Agreement that shall not have been invalidated,
      and the balance of this Agreement not so invalidated shall be enforceable in
      accordance with its terms.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      7.  Exceptions.
      Any
      other provision in this Agreement to the contrary notwithstanding, the Company
      shall not be obligated pursuant to the terms of this Agreement:

     

    7.1  Claims
      Initiated by Indemnitee.
      To
      indemnify or advance expenses to Indemnitee with respect to proceedings or
      claims initiated or brought voluntarily by Indemnitee and not by way of defense,
      except with respect to proceedings brought to establish or enforce a right
      to
      indemnification under this Agreement or any other statute or law or otherwise
      as
      required under the Revised Statues of the State of Nevada, but such
      indemnification or advancement of expenses may be provided by the Company in
      specific cases if the Board of Indemnitees finds it to be
      appropriate;

     

    7.2  Insured
      Claims.
      To
      indemnify Indemnitee for expenses or liabilities of any type whatsoever
      (including, but not limited to, judgments, fines, ERISA, excise taxes or
      penalties, and amounts paid in settlement) that have been paid directly to
      Indemnitee by an insurance carrier under a policy of officers’ and directors’
liability insurance maintained by the Company; or

    

      
        	 	
                Section
                  8.

              	
                Construction
                  Of Certain
                  Phrases.

              


      

    

     

    8.1  For
      purposes of this Agreement, references to the “Company”
shall
      include, in addition to the resulting corporation, any constituent corporation
      (including any constituent of a constituent) absorbed in a consolidation or
      merger, so that if Indemnitee is or was a director, officer, employee, or agent
      of such constituent corporation, or is or was serving at the request of such
      constituent corporation as a director, officer, employee, or agent of another
      corporation, partnership, joint venture, trust, or other enterprise, Indemnitee
      shall stand in the same position under the provisions of this Agreement with
      respect to the resulting or surviving corporation as Indemnitee would have
      with
      respect to such constituent corporation if its separate existence had
      continued.

     

    8.2  For
      purposes of this Agreement, references to “other
      enterprises”
shall
      include employee benefit plans; references to “fines”
shall
      include any excise taxes assessed on Indemnitee with respect to an employee
      benefit plan; and references to “serving
      at the request of the Company”
shall
      include any service as a director, officer, employee, or agent of the Company
      that imposes duties on, or involves services by, such director, officer,
      employee, or agent with respect to an employee benefit plan, its participants,
      or beneficiaries; and if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in the interest of the participants and
      beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
      acted in a manner “not
      opposed to the best interests of the Company”
as
      referred to in this Agreement.

     

    Section
      9.         Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

     

    Section
      10.  Successors
      And Assigns.
      This
      Agreement shall be binding upon the Company and its successors and assigns,
      and
      shall inure to the benefit of Indemnitee and each other Indemnitee and their
      respective estates, heirs, successors, legal representatives, and
      assigns.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      11.  Attorneys’
      Fees.
      In the
      event that any action is instituted by Indemnitee under this Agreement to
      enforce or interpret any of the terms of this Agreement, Indemnitee shall be
      entitled to be paid all court costs and expenses, including reasonable
      attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a
      part of such action, the court of competent jurisdiction determines that each
      of
      the material assertions made by Indemnitee as a basis for such action was not
      made in good faith or was frivolous. In the event of an action instituted by
      or
      in the name of the Company under this Agreement or to enforce or interpret
      any
      of the terms of this Agreement, Indemnitee shall be entitled to be paid all
      court costs and expenses, including attorneys’ fees, incurred by Indemnitee in
      defense of such action (including with respect to Indemnitee’s counterclaims and
      cross-claims made in such action), unless as a part of such action the court
      determines that each of Indemnitee’s material defenses to such action was made
      in bad faith or was frivolous.

     

    Section
      12.  Notice.
      All
      notices, requests, demands, and other communications under this Agreement shall
      be in writing and shall be deemed duly given on the third business day after
      the
      date postmarked, if delivered by domestic certified or registered mail with
      postage prepaid, or, if delivered by other means, on the date actual notice
      is
      received. Addresses for notice to either party are as shown on the signature
      page of this Agreement, or as subsequently modified by written
      notice.

     

    Section
      13.  Consent
      To Jurisdiction.
      The
      Company and Indemnitee each hereby irrevocably consent to the non-exclusive
      jurisdiction of the courts of the State of Delaware for all purposes in
      connection with any action or proceeding that arises out of or relates to this
      Agreement and agree that any action instituted under this Agreement may be
      brought in any court of competent jurisdiction in the State of
      Delaware.

     

    Section
      14.  Choice
      Of Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND ITS PROVISIONS CONSTRUED IN ACCORDANCE WITH
      THE LAWS OF THE STATE OF DELAWARE, AS APPLIED TO CONTRACTS BETWEEN DELAWARE
      RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN
      DELAWARE.

     

    [Signature
      Pages Follow]

     

    
      
        
        

        
        

      

      
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    IN
      WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
      as
      of the date first written above.

     

    
      	 	COMPANY: 
	 	 	 
	 	CAB-TIVE
              ADVERTISING, INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	Title 
	 	Address:  



       

      
        	 	INDEMNITEE:
	 	 
	 	 
	 	 
	 	
                Name:  

              
	 	 
	 	 
	 	 
	 	 
	 	(address)