Exhibit
10.1


INDEMNIFICATION AGREEMENT


This Indemnification Agreement (this “Agreement”)
is made and entered into as of the 5th day of July, 2007, between CLST
Holdings, Inc. (formerly known as CellStar Corporation), a Delaware corporation
(the “Company”), and  Sherrian Gunn (“Indemnitee”).


WHEREAS, Indemnitee is a director or an officer of the Company; and


WHEREAS, the Company is aware that
because of the increased exposure to litigation subjecting directors and
officers to expensive litigation risks, talented and experienced persons are
increasingly reluctant to serve or continue to serve as directors and officers
of corporations unless they are appropriately indemnified; and


WHEREAS, the Company is also aware that
statutes and judicial decisions regarding the duties of directors and officers
are often difficult to apply, ambiguous or conflicting and therefore fail to
provide directors with adequate guidance regarding the proper course of action;
and


WHEREAS, the Company desires to attract
and retain the services of highly experienced and capable individuals, such as
Indemnitee, to serve as directors and officers of the Company and to indemnify
its directors and officers to provide them with the maximum protection
permitted by law; and


WHEREAS, the Company believes that it is
fair and proper to protect the Company’s directors and officers from the risk
of judgments, settlements and other expenses which may occur as a result of
their service to the Company, even in cases in which such persons received no
personal profit or were not otherwise culpable; and


WHEREAS, this
Agreement is separate from and in addition to the Bylaws of the Company and any
resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


WHEREAS, each of
Section 145 of the General Corporation Law of the State of Delaware (“DGCL”)
and the Bylaws of the Company is nonexclusive, and therefore contemplates that
contracts may be entered into with respect to indemnification of directors,
officers and employees;


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Indemnitee,
intending to be legally bound, hereby agree as follows:


Section 1.  Definitions. For purposes of this
Agreement, the following terms shall have the meanings set forth below:


(a)           “Change of
Control” shall mean any of the following events:


(i) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company’s common stock












would be converted into cash, securities or
other property, other than a merger of the Company in which the holders of the
Company’s common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger (subject to adjustment for rounding or fractional
interests resulting therefrom);


(ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company or of
any significant business unit of the Company;


(iii) any approval by
the stockholders of the Company of any plan or proposal for the liquidation or
dissolution of the Company;


(iv) the cessation of
control (by virtue of their not constituting a majority of directors) of the
Company’s Board of Directors by the individuals (the “Continuing Directors”)
who (x) at the date of this Agreement were directors or (y) become directors
after the date of this Agreement and whose election or nomination for election
by the Company’s stockholders, was approved by a vote of at least two-thirds of
the directors then in office who were directors at the date of this Agreement
(or whose election or nomination for election was previously so approved);


(v) (A) the
acquisition of beneficial ownership (“Beneficial Ownership”), within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), of an aggregate of fifteen percent (15%) or more of the
voting power of the Company’s outstanding voting securities by any person or
group (as such term is used in Rule 13d-5 under the Exchange Act) who
Beneficially Owned less than ten percent (10%) of the voting power of the
Company’s outstanding voting securities on the Effective Date of this
Agreement, (B) the acquisition of Beneficial Ownership of an additional five
percent (5%) of the voting power of the Company’s outstanding voting securities
by a person or group who Beneficially Owned at least ten percent (10%) of the
voting power of the Company’s outstanding voting securities on the Effective
Date of this Agreement, or (C) the execution by the Company and a stockholder
of a contract that by its terms grants such stockholder (in its, his or her
capacity as a stockholder) or such stockholder’s Affiliate (as defined in Rule
405 promulgated under the Securities Act of 1933 (an “Affiliate”)) including,
without limitation, such stockholder’s nominee to the Company’s Board of
Directors (in its, his or her capacity as an Affiliate of such stockholder),
the right to veto or block decisions or actions of the Company’s Board of
Directors; provided, however, that notwithstanding the foregoing,
the events described in items (A), (B) or (C) above shall not constitute a
Change of Control hereunder if the acquiror is (1) a trustee or other fiduciary
holding securities under an employee benefit plan of Employer, the Company or
one of their affiliated entities and acting in such capacity, (2) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of voting securities of the
Company, (3) a person or group meeting the requirements of clauses (i) and (ii)
of Rule 13d-1(b)(1) under the Exchange Act or (4) in the case of an acquisition
described in items (A) or (B) above (but not in the case of an acquisition
described in item (C) above), any other person whose ownership or acquisition
of shares of voting securities is approved by a majority of the Continuing
Directors; provided further, that none of the following shall constitute
a Change of Control: (aa) the right of the holders of any voting securities of
the Company to vote as a class on any matter or (bb) any vote required of
disinterested or unaffiliated directors or stockholders including, without
limitation, 



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pursuant to Section 144
of the Delaware General Corporation Law or Rule 16b-3 promulgated pursuant to
the Exchange Act; or


(vi) subject to
applicable law, in a Chapter 11 bankruptcy proceeding, the appointment of a
trustee or the conversion of a case involving The Company to a case under
Chapter 7.


(b)           “Enterprise”
means any Person of which Indemnitee is or was a Fiduciary.


(c)           “Expenses”
means all direct and indirect costs (including, without limitation, attorneys’
fees, retainers, court costs, transcripts, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, expenses incurred in connection with
any appeal resulting from any Proceeding, including without limitation, the
premium, security fee and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent, and all other disbursements or
out-of-pocket expenses) actually incurred in connection with (i) any
Proceeding, (ii) establishing or enforcing any right to indemnification for
Liabilities and expenses or advancement of expenses under this Agreement,
applicable law, any other agreement or provision of the Company’s Certificate
of Incorporation or Bylaws now or hereafter in effect or otherwise, or (iii)
the review and preparation of this Agreement on behalf of Indemnitee; provided,
however, that “Expenses” shall not include any Liabilities.


(d)           “Fiduciary”
means an individual serving as a director, officer, trustee, general partner,
managing member, fiduciary, board of directors’ committee member (including,
without limitation, a committee chairman), employee or agent of (i) the Company
or any Subsidiary, (ii) any resulting corporation in connection with a
consolidation or merger to which the Company or any Subsidiary is a party, or
(iii) any other Person (including an employee benefit plan) at the request of
the Company or any Subsidiary, including any service with respect to an
employee benefit plan, its participants or its beneficiaries.


(e)           “Independent
Counsel” means a nationally recognized law firm, or a member of a
nationally recognized law firm, that is experienced in matters of corporate law
and neither currently is, nor in the five years previous to its selection or
appointment has been, retained to represent the Company or the Indemnitee in
any matter material to either such party. For the avoidance of doubt, any law
firm or member of a law firm that shall have advised either party with respect
to the review and preparation of this Agreement shall not be Independent
Counsel for the purposes of this Agreement.


(f)            “Liabilities”
means liabilities of any type whatsoever incurred by reason of (i) the fact
that Indemnitee is or was a Fiduciary, or (ii) any action taken (or failure to
act) by him or on his behalf in his capacity as a Fiduciary, including, but not
limited to, any judgments, fines (including any excise taxes assessed on
Indemnitee with respect to an employee benefit plan), ERISA excise taxes and
penalties, and penalties and amounts paid in settlement of any Proceeding
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such judgments, fines, penalties or amounts
paid in settlement).



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(g)           “Person”
means any individual, partnership, joint venture, firm, corporation,
association, limited liability company, trust, estate, governmental unit or
other enterprise or entity, or as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”).


(h)
          “Potential Change of Control”
means if (i) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change of Control; (ii) any Person,
including the Company, publicly announces an intention to take or to consider
taking actions that, if consummated, would constitute a Change of Control; or
(iii) the Board of Directors of the Company adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change of Control has
occurred.


(i)            “Proceeding”
means any pending or completed investigation, civil or criminal action,
third-party action, derivative action, claim, suit, arbitration, counterclaim,
cross claim, alternative dispute resolution mechanism, inquiry, administrative
hearing or any other proceeding whether civil, criminal, administrative,
legislative or investigative, including any appeal therefrom, in any such case
in which Indemnitee was involved as a party, potential party, non-party witness
or otherwise by reason of (i) the fact that Indemnitee is or was a Fiduciary,
or (ii) any action taken (or failure to act) by him or on his behalf in his
capacity as a Fiduciary.


(j)            “Subsidiary”
means any Person of which a majority of the outstanding voting securities or
other voting equity interests are owned, directly or indirectly, by the
Company.


Section 2.  Services by the Indemnitee. The
Indemnitee agrees to serve as a director or an officer of the Company at the
will of the Company for so long as the Indemnitee is duly elected and
qualified, appointed or until such time as the Indemnitee tenders a resignation
or is removed as a director or an officer. 
This Agreement shall not be deemed to be an employment contract between
the Company (or any Subsidiary of the Company) and Indemnitee, and the
Indemnitee may at any time and for any reason resign from such position.


Section 3.  Indemnification.


(a)           Indemnification.
Subject to the further provisions of this Agreement, the Company shall
indemnify Indemnitee and hold him harmless from and against any and all
Expenses and Liabilities incurred by Indemnitee or on Indemnitee’s behalf, to
the fullest extent permitted by applicable law in effect on the date hereof,
and to such greater extent as applicable law may thereafter permit or
authorize.


(b)           Presumptions.


(i)            Upon
making any request for indemnification for Expenses and Liabilities, or
advancement of Expenses under this Agreement, Indemnitee shall be presumed to
be entitled to such indemnification for Expenses and Liabilities or advancement
of Expenses, as the case may be, under this Agreement and, in connection with
any determination with respect to entitlement to indemnification under Section
4(c) below, the Company shall have the burdens of coming forward with evidence
and by a preponderance of the evidence to



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overcome
that presumption in connection with the making by any Person of any
determination contrary to that presumption. 
It shall not be a defense or admissible as evidence in any such action
by Indemnitee, nor shall it create a presumption that Indemnitee has not met the
applicable standard of conduct, if (i) any Person fails to have made such
determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, or (ii) any Person fails
to make an actual determination that Indemnitee has not met any applicable
standard of conduct.


(ii)           For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on (w) the records or books
of account of any Enterprise, including, without limitation, financial
statements, (x) information supplied to Indemnitee by the officers, employees
or other appropriate agents of such Enterprise in the course of their duties,
or (y) the advice of legal counsel for such Enterprise or on information or
records given or reports made to such Enterprise by an independent certified
public accountant or by an appraiser or other expert selected by such
Enterprise. The provisions of this Section 3(b) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which Indemnitee
may be deemed or found to have met the applicable standard of conduct set forth
in this Agreement.


(iii)          If
the Person empowered or selected under Section 4(c) below to determine whether
Indemnitee is entitled to indemnification for Liabilities and Expenses or
advancement of Expenses shall not have made a determination within twenty (20)
calendar days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification for Liabilities and
Expenses or advancement of Expenses shall be deemed to have been made and
Indemnitee shall be entitled to such indemnification for Liabilities and
Expenses or advancement of Expenses, absent (A) a misstatement by Indemnitee of
a material fact in connection with the request for indemnification for
Liabilities and Expenses or advancement of Expenses, or (B) a prohibition of
such indemnification for Liabilities and Expenses or advancement of Expenses
under applicable law; provided that such
20-day period may be extended for a reasonable time, not to exceed an
additional 20 days, if the Person empowered or selected under Section 4(c)
below to determine whether Indemnitee is entitled to indemnification
for Liabilities and Expenses or advancement of Expenses in good faith requests in writing such additional time for the obtaining or
evaluating of documentation and/or information relating thereto.


(iv)          The
knowledge and/or actions, or failure to act, of any other Fiduciary shall not
be imputed to Indemnitee for purposes of determining any right to
indemnification for Liabilities and Expenses or advancement of Expenses under
this Agreement.


(c)           Effect
of Certain Proceedings. The termination of any Proceeding by judgment,
order, settlement, conviction or upon a plea of nolo
contendre or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to any criminal Proceeding, that Indemnitee had reason to believe his
conduct was unlawful.



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Section 4.  Expenses; Indemnification Procedure.


(a)           Advancement
of Expenses. The Company shall advance or reimburse Indemnitee for all
Expenses incurred by Indemnitee or on Indemnitee’s behalf, without regard to
Indemnitee’s ultimate entitlement to indemnification under the other provisions
of this Agreement. Indemnitee hereby undertakes to repay such amounts advanced
if, and only to the extent that, it shall be determined by a final judgment or
other final adjudication, not subject to further appeal or review, that
Indemnitee is not entitled to be indemnified by the Company as authorized
hereby, or under applicable law or otherwise. The advances to be made hereunder
shall be paid by the Company to Indemnitee within twenty (20) calendar days
following delivery of any written request, which shall reasonably evidence the
Expenses incurred or to be incurred, from time to time, by Indemnitee to the
Company. Advances payable hereunder shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding any statements to the
Company to support the advances claimed.


(b)           Notice by Indemnitee.  Indemnitee shall, as promptly as reasonably
practicable under the circumstances, use commercially reasonable efforts 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 any other matter which may be subject to indemnification for
Liabilities and Expenses or advancement of Expenses covered by this Agreement; provided,
however, that any delay or failure to so notify the Company shall
relieve the Company of its obligations hereunder only to the extent, if at all,
that the Company is actually and materially prejudiced by reason of such delay
or failure.


(c)           Determination of Entitlement to
Indemnification.  Upon the receipt of
any notice pursuant to Section 4(b) hereof, a determination with respect to
Indemnitee’s entitlement to indemnification for Liabilities and Expenses or
advancement of Expenses hereunder shall be made within ten (10) calendar days
by (i) a majority vote of the Board of Directors who are not parties to the
Proceeding in respect of which indemnification for Liabilities and Expenses or
advancement of Expenses is sought by Indemnitee, even though less than a
quorum, or (ii) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by Independent Counsel in a written
opinion to the Board of Directors (a copy of which opinion shall be delivered
to Indemnitee); provided, however, that if there has been a
Change of Control at or prior to the time of such notice by Indemnitee,
Indemnitee’s entitlement to indemnification for Liabilities and Expenses or
advancement of Expenses shall be determined within the foregoing time period by
Independent Counsel selected by Indemnitee, such determination to be set forth
in a written opinion to the Board of Directors (a copy of which opinion shall
be delivered to Indemnitee).  The Company
agrees to pay the reasonable fees of any Independent Counsel and to fully
indemnify such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto. If, pursuant to the foregoing, it is determined
that Indemnitee is entitled to indemnification for Liabilities and Expenses or
advancement of Expenses, payment to Indemnitee shall be made within ten (10)
calendar days from the date of notice by Indemnitee pursuant to Section 4(b)
hereof.  Indemnitee shall reasonably
cooperate in the



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making
of such determination, including providing upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure (excluding any information that counsel for Indemnitee advises
Indemnitee not to disclose) and which is reasonably available to Indemnitee and
reasonably necessary to such determination. For the avoidance of doubt, any
costs or expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the Person making such determination shall be
included as Expenses for the purposes of this Agreement, shall be recoverable
by Indemnitee even if the Company determines Indemnitee is not entitled to
indemnification or advancement of Expenses for the underlying claim, and shall
be subject to advancement under Section 4(a). 
Nothing in this Section 4(c) shall be construed to limit or modify the
presumptions in favor of Indemnitee set forth in Section 3(b).


(d)           Notice
to Insurers. If, at the time of the receipt of any notice of any Proceeding
pursuant to Section 4(b) hereof, the Company has directors’ and officers’
liability insurance in effect, then the Company shall give prompt notice of the
commencement of such Proceeding to the directors’ and officers’ liability
insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter
take all necessary or appropriate action to cause such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies. 
The failure or refusal of the Company to provide such notice to such
insurers or the failure or refusal of such insurers to pay any such amount
shall not affect or impair the obligations of the Company under this Agreement.


(e)           Control
of Defense; Counsel Costs. In connection with paying the Expenses of
Indemnitee under Section 4(a), the Company shall be entitled to elect to assume
the defense of such Proceeding, with counsel experienced in matters that are
the subject of the Proceeding and practicing in the applicable jurisdiction
where the Proceeding is pending and approved by Indemnitee, which approval
shall not be unreasonably withheld, by the delivery to Indemnitee of written
notice of its election to do so. After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the Company,
the Company shall not be liable to Indemnitee under this Agreement for any fees
of separate counsel subsequently incurred by Indemnitee with respect to the
same Proceeding; provided, that (i) Indemnitee shall have the right to employ
counsel in any such Proceeding at Indemnitee’s sole expense and (ii) if (A) the
employment of counsel by Indemnitee has been authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there is an actual conflict of
interest between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company shall not have employed counsel to assume the defense of
such Proceeding, then in any such event the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Company. The Company shall not be
entitled to assume the defense of any Proceeding brought in the name of or on
behalf of the Company or as to which Indemnitee shall have made the conclusion
provided for in (B) above. Notwithstanding the foregoing, if at any time the
Company fails to pay any Expenses with respect to any Proceeding in accordance
with Section 4(a) hereof, Indemnitee shall immediately be entitled to assume
and control his own defense in such Proceeding with counsel of his own choice
(by notice to the Company), and will have all rights to indemnification of such
Expenses of counsel hereunder.


(f)            Settlement.  The
Company shall not be liable to indemnify Indemnitee under this Agreement or
otherwise for any amounts paid in settlement of any Proceeding effected without
the



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Company’s
prior written consent; provided that if a Change of Control has occurred, the
Company shall be liable for indemnification of Indemnitee for amounts paid in
settlement if an Independent Counsel selected by Indemnitee has approved the
settlement.  The Company shall not settle
any Proceeding in any manner that would impose any penalty, liability or
limitation on Indemnitee without Indemnitee’s prior written consent; provided
that the Company shall not be required to obtain the consent of Indemnitee to
the settlement of any Proceeding the Company has undertaken to defend if the
settlement grants Indemnitee a complete and unqualified release in respect of
the potential liability.  Neither the Company
nor Indemnitee will unreasonably withhold their consent to any proposed
settlement.


Section 5.               Remedies of Indemnitee.


(a)           In
the event that (i) a determination is made pursuant to Section 4(c) of this
Agreement that Indemnitee is not entitled to indemnification for Liabilities
and Expenses or advancement of Expenses under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 4(a) hereof, (iii) no
determination of entitlement to indemnification for Liabilities and Expenses or
advancement of Expenses shall have been made pursuant to Section 4(c) hereof
within twenty (20) calendar days after receipt by the Company of notice
pursuant to Section 4(b) hereof, or (iv) payment of indemnification is not made
pursuant to the fourth to last sentence of Section 4(c) hereof within twenty
(20) calendar days after the date of notice by Indemnitee pursuant to Section
4(b) hereof, Indemnitee shall be entitled to an adjudication by the Delaware
Court of Chancery or other court of competent jurisdiction of his entitlement
to such indemnification, advancement of Expenses, or to recover damages for
breach of this Agreement.


(b)           In
the event that a determination shall have been made pursuant to Section 4(c) of
this Agreement that Indemnitee is not entitled to indemnification for Liabilities
and Expenses or advancement of Expenses, any judicial proceeding commenced
pursuant to this Section 5 shall be conducted in all respects as a trial de novo,  and Indemnitee
shall not be prejudiced by reason of that adverse determination. In any judicial
proceeding commenced pursuant to this Section 5, the Company shall have the
burdens of coming forward with evidence and proving by a preponderance of the
evidence that Indemnitee is not entitled to indemnification for Liabilities and
Expenses or advancement of Expenses, as the case may be, and the Company may
not refer to or introduce into evidence any determination pursuant to Section
4(c) of this Agreement adverse to Indemnitee for any purpose.  If a determination shall have been made
pursuant to Section 4(c) hereof that Indemnitee is entitled to indemnification
for Liabilities and Expenses or advancement of Expenses, the Company shall be
bound by such determination in any judicial proceeding commenced pursuant to
this Section 5, absent (i) a misstatement by Indemnitee of a material fact, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification for Liabilities and Expenses or advancement of Expenses under
applicable law.


(c)           In
the event that Indemnitee, pursuant to this Section 5, 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 actually and
reasonably incurred by him in such judicial adjudication. If it shall be
determined in such judicial adjudication that Indemnitee is entitled to receive
part but not all of the indemnification for Liabilities and Expenses or
advancement of Expenses sought, the Indemnitee shall be entitled to recover
from the Company, and shall be indemnified by the Company against, 



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any and all Expenses reasonably incurred by
Indemnitee in connection with such judicial adjudication.


(d)           The
Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 5 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.


Section 6.  Expansion of DGCL Indemnity Provisions;
Nonexclusivity.  The indemnification
provided by this Agreement shall be in addition to any rights to which
Indemnitee may be entitled under the Company’s Certificate of Incorporation,
the Company’s Bylaws, any agreement, any vote of stockholders or disinterested
directors, the DGCL or otherwise, both as to action in Indemnitee’s official
capacity and as to action in another capacity while holding such office.  To the extent
that a change in the DGCL or the manner in which the DGCL is judicially
construed permits greater indemnification for Liabilities and Expenses or advancement of Expenses
than would be afforded currently under
the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is
the agreement and intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.


Section 7.  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 or Liabilities actually or
reasonably incurred by Indemnitee in investigation, defense, appeal or
settlement of any Proceeding, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion of such
Expenses and Liabilities to which Indemnitee is entitled.


Section 8.  Mutual Acknowledgment. Each of the
Company and Indemnitee acknowledges that in certain instances, U.S. Federal law
or applicable public policy may prohibit the Company from advancing expenses or
indemnifying its directors under this Agreement or otherwise. Indemnitee
understands and acknowledges that the Company may be required in the future to
undertake with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company’s right under public policy to indemnify Indemnitee. Any action taken
pursuant to the terms of this Section 8 shall not constitute a breach of this
Agreement.


Section 9. Directors’ and Officers’
Liability Insurance. Upon a Change of Control, the Company shall use its
best efforts to obtain and maintain on an ongoing basis a policy or policies of
insurance on commercially reasonable terms with reputable insurance companies
providing liability insurance for Fiduciaries, including Indemnitee, in respect
of acts or omissions occurring while serving in such capacity, and to ensure
the Company’s performance of its indemnification obligations under this
Agreement, on terms with respect to coverage and amount (including with respect
to the payment of Expenses) no less favorable than those of such policy or
policies of



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insurance in effect on the date hereof. To the
extent that the Company maintains a policy or policies of insurance pursuant to
this Section 9, 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 Fiduciary under such policy or policies.


Section
10.   Establishment of a Trust.  In the event of a Potential Change of Control
or a Change of Control, the Company shall, upon written request by Indemnitee,
create a trust for the benefit of Indemnitee (the “Trust”) and from time to
time upon written request of Indemnitee shall fund the Trust in an amount equal
to all Expenses and Liabilities reasonably anticipated at the time to be
incurred in connection with any Proceeding. 
The amount to be deposited in the Trust pursuant to the foregoing
funding obligation shall be determined by the party determining the Indemnitee’s
entitlement to indemnification pursuant to Section 4(c) hereof.  The terms of the Trust shall provide that,
upon a Change of Control, (a) the Trust shall not be revoked or the principal
thereof invaded, without the written consent of Indemnitee; (b) the trustee of
the Trust shall advance, within ten (10) days of a request by Indemnitee, any
and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the
Trust under the circumstances in which Indemnitee would be required to
reimburse the Company for Expenses under this Agreement); (c) the Trust shall
continue to be funded by the Company in accordance with the funding obligation
set forth above; (d) the trustee of the Trust shall promptly pay to Indemnitee
all amounts for which Indemnitee shall be entitled to indemnification pursuant
to this Agreement or otherwise; and (e) all unexpended funds in that Trust
shall revert to the Company upon a final determination by the party determining
the Indemnitee’s entitlement to indemnification pursuant to Section 4(c) hereof
or a court of competent jurisdiction, as the case may be, that Indemnitee has
been fully indemnified under the terms of this Agreement.  The trustee of the Trust shall be chosen by
Indemnitee.  Nothing in this Section 10
shall relieve the Company of any of its obligations under this Agreement.


Section 11.  Severability. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) 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 shall remain enforceable to the fullest extent
permitted by law, (ii)  such provision or provisions shall be deemed
reformed to the extent necessary to conform to applicable law and to give the
maximum effect to the intent of the parties hereto, and (iii)  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 thereby.


Section 12.  Duration of Agreement. The
indemnification provided under this Agreement shall continue as to the
Indemnitee for any action taken or not taken while serving as a Fiduciary even
though Indemnitee may have ceased to serve in such capacity at the time of any
action or other covered proceeding.



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Section 13.  Exceptions. Notwithstanding any other
provision to the contrary herein, the Company shall not be obligated pursuant
to the terms of this Agreement to indemnify Indemnitee as follows:


(a)           Excluded
Acts. No indemnification shall be made for any acts or omissions or
transactions, if and to the extent that it shall be determined by a final
judgment or other final adjudication, not subject to further appeal or review,
that a director or officer may not be relieved of liability arising from any
such acts or omissions or transactions under the DGCL or applicable securities
laws;


(b)           Indemnitee
Liable to Company. No indemnification shall be made in respect of any
Proceeding, claim, issue or matter as to which it shall have been determined by
a final judgment or other final adjudication, not subject to further appeal or
review, that Indemnitee is liable to the Company unless and only to the extent
that such final judgment or other final adjudication shall determine that,
despite the adjudication of liability but in view of all of the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses as the court deems proper and then only to the extent that the court
shall determine;


(c)           Claims
Initiated by Indemnitee. No indemnification for Liabilities and Expenses or
advancement of Expenses to Indemnitee shall be made with respect to Proceedings
or claims initiated or brought voluntarily by Indemnitee and not by way of
defense, except with respect to such Proceedings brought to establish or
enforce a right to indemnification for Liabilities and Expenses or advancement
of Expenses under this Agreement or any other statute or applicable law or
otherwise as required under Section 145(c) of the DGCL or any other provision of
the Certificate of Incorporation or Bylaws of the Company, unless (i) the Board
of Directors has approved the initiation or bringing of such Proceeding (or any
part of any Proceeding) or (ii) the Company provides the indemnification, in
its sole discretion, pursuant to the powers vested in the Company under
applicable law;


(d)           Lack
of Good Faith. No indemnification shall be made to indemnify Indemnitee for
any Expenses or Liabilities incurred by Indemnitee with respect to any
Proceedings instituted by Indemnitee to enforce or interpret this Agreement, if
it shall be determined by a final judgment or other final adjudication, not
subject to further appeal or review, that each of the material assertions made
by Indemnitee in such proceeding was not made in good faith or was frivolous;


(e)           Insured
Claims. No indemnification shall be made to indemnify Indemnitee for
Expenses or Liabilities of any type whatsoever if, but only to the extent that,
Indemnitee shall have actually received payment with respect to any such
Expenses or Liabilities from an insurer under any policy of directors’ and
officers’ liability insurance maintained by the Company, and any such payment
shall not be recovered (in whole or in part) from Indemnitee by such insurer;


(f)            Claims
under Section 16(b).  No
indemnification shall be made under this Agreement for Expenses, Liabilities
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the 1934 Act, or any similar state
or local law with respect to the disgorgement of “short swing” profits;



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(g)           Claims
under Section 304 of the Sarbanes-Oxley Act.  No indemnification shall be made under this
Agreement for Expenses, Liabilities, the reimbursement of the Company of
bonuses or other incentive-based or equity-based compensation, and the
reimbursement of the Company of profits realized from the sale of securities of
the Company incurred by Indemnitee, to the extent that such Expenses,
Liabilities and reimbursements directly arise from an accounting restatement of
the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”); or


(h)           Claims
under Section 306 of the Sarbanes-Oxley Act.  No indemnification shall be made under this
Agreement for Expenses, Liabilities and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 306 of
the Sarbanes-Oxley Act.


Section 14.  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and all of which
shall constitute one and the same agreement.


Section 15.  Successors and Assigns.


(a)           This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns, including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business and/or assets of the Company, spouses,
heirs, and executors, administrators, personal and legal representatives. The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all or substantially all, or a
substantial part of the business or assets of the Company, by written agreement
in the form and substance satisfactory to Indemnitee, expressly to assume and
agree to perform this Agreement in the manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


(b)           The
indemnification for Liabilities and Expenses or advancement of Expenses
provided by, or granted pursuant to this Agreement shall continue as to a
person who has ceased to be a Fiduciary. 
If the Indemnitee is deceased and is entitled to indemnification for
Liabilities and Expenses or advancement of Expenses under any provision of this
Agreement, when requested in writing by the spouse of the Indemnitee, and/or
the Indemnitee’s heirs, executors, administrators, legatees or assigns, the
Company shall provide appropriate evidence of the Company’s agreement set out
herein to indemnify the Indemnitee against and to itself assume such Expenses.


Section 16. Modification and Waiver.
No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both of the parties hereto. The observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) by the party entitled to
enforce such term only by a writing signed by the party against which such
waiver is to be asserted. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.



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Section 17.  Notices.  All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, by overnight express
delivery service, or when mailed by certified registered mail, return receipt
requested, with postage prepaid:


If to Indemnitee, to:


Sherrian
Gunn


213
Silverleaf Drive


Ft. Worth, Texas 76112


or
to such other person or address which Indemnitee shall furnish to the Company
in writing pursuant to the above.


If to the Company, to


CLST Holdings, Inc.


601 S. Royal Lane


Coppell, TX 75019


Attention: 
CEO


or to such person or address as the Company
shall furnish to Indemnitee in writing pursuant to the above.


Section 18.  Subrogation. In the event of payment
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee, who shall, at the
Company’s expense, execute all documents reasonably required and do all acts
that may be reasonably necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.


Section 19.  Evidence of Coverage. Upon request by
Indemnitee, the Company shall provide copies of any and all directors’ and
officers’ liability insurance policies obtained and maintained in accordance
with Section 9 of this Agreement.


Section 20.  Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving rise to
such Proceeding, and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).



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Section 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 Delaware without
application of the conflict of laws principles thereof.


Section 22.  Consent to Jurisdiction. The Company
and Indemnitee each hereby irrevocably consent to the jurisdiction and venue of
the courts of the State of Delaware for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement.


Section 23.  No Third Party Beneficiary.  Nothing contained in this Agreement, express
or implied, is intended to or shall confer upon any other Person (other than
the parties hereto) any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement.


Section 24.  Entire Agreement. This Agreement and
the documents referred to herein constitute the entire agreement between the
parties hereto with respect to the matters covered hereby, and any other prior or
contemporaneous oral or written understandings or agreements with respect to
the matters covered hereby are superseded by this Agreement.


* * * * *



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


	
  

  	
  CLST HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Dale V. Kesler

  
	
   

  	
  Name:

  	
  Dale V. Kesler

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Sherrian Gunn

  
	
   

  	
  Sherrian Gunn

  
				



 



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