Exhibit 10.19


INDEMNITY
AGREEMENT


This Indemnity Agreement,
dated as of _____________ , 2006, is made by and between IT&E International
Group, Inc. a Delaware corporation (the “Company”), and _____________ (the “Indemnitee”).


RECITALS


A.            The Company is aware
that competent and experienced persons are increasingly reluctant to serve as
directors, officers or agents of corporations unless they are protected by
comprehensive liability insurance or indemnification, due to increased exposure
to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors, officers and
other agents.


B.            The statutes and
judicial decisions regarding the duties of directors and officers are often
difficult to apply, ambiguous, or conflicting, and therefore fail to provide
such directors, officers and agents with adequate, reliable knowledge of legal
risks to which they are exposed or information regarding the proper course of
action to take.


C.            Plaintiffs often
seek damages in such large amounts and the costs of litigation may be so
enormous (whether or not the case is meritorious), that the defense and/or
settlement of such litigation is often beyond the personal resources of
directors, officers and other agents.


D.            The Company believes
that it is unfair for its directors, officers and agents and the directors,
officers and agents of its subsidiaries to assume the risk of huge judgments
and other expenses which may occur in cases in which the director, officer or
agent received no personal profit and in cases where the director, officer or
agent was not culpable.


E.             The Company
recognizes that the issues in controversy in litigation against a director,
officer or agent of a corporation such as the Company or its subsidiaries are
often related to the knowledge, motives and intent of such director, officer or
agent, that he is usually the only witness with knowledge of the essential
facts and exculpating circumstances regarding such matters, and that the long
period of time which usually elapses before the trial or other disposition of
such litigation often extends beyond the time that the director, officer or
agent can reasonably recall such matters; and may extend beyond the normal time
for retirement for such director, officer or agent with the result that he,
after retirement or in the event of his death, his spouse, heirs, executors or
administrators, may be faced with limited ability and undue hardship in
maintaining an adequate defense, which may discourage such a director, officer
or agent from serving in that position.


F.             Based upon their
experience as business managers, the Board of Directors of the Company (the “Board”)
has concluded that, to retain and attract talented and experienced individuals
to serve as directors, officers and agents of the Company and its subsidiaries
and to encourage such individuals to take the business risks necessary for the
success of the Company and its subsidiaries, it is necessary for the Company to
contractually indemnify its directors, officers and agents and the directors,
officers and agents of its subsidiaries, and to assume for


 

















 


itself maximum
liability for expenses and damages in connection with claims against such
directors, officers and agents in connection with their service to the Company
and its subsidiaries, and has further concluded that the failure to provide
such contractual indemnification could result in great harm to the Company and
its subsidiaries and the Company’s stockholders.


G.            Section 145 of the
General Corporation Law of Delaware, under which the Company is organized (“Section
145”), empowers the Company to indemnify its directors, officers, employees and
agents by agreement and to indemnify persons who serve, at the request of the
Company, as the directors, officers, employees or agents of other corporations
or enterprises, and expressly provides that the indemnification provided by
Section 145 is not exclusive.


H.            The Company desires
and has requested the Indemnitee to serve or continue to serve as a director,
officer or agent of the Company and/or one or more subsidiaries of the Company
free from undue concern for claims for damages arising out of or related to
such services to the Company and/or one or more subsidiaries of the Company.


I.              Indemnitee is
willing to serve, or to continue to serve, the Company and/or one or more
subsidiaries of the Company, provided that he is furnished the indemnity
provided for herein.


AGREEMENT


NOW, THEREFORE, the
parties hereto, intending to be legally bound, hereby agree as follows:


1.                                       Definitions.


(a)           Agent. For
the purposes of this Agreement, “agent” of the Company means any person who is
or was a director, officer, employee or other agent of the Company or a
subsidiary of the Company; or is or was serving at the request of, for the
convenience of, or to represent the interests of the Company or a subsidiary of
the Company as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise; or
was a director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the Company or a subsidiary of the
Company, or was a director, officer, employee or agent of another enterprise at
the request of, for the convenience of, or to represent the interests of such
predecessor corporation.


(b)           Expenses. For
purposes of this Agreement, “expenses” include all out-of-pocket costs of any
type or nature whatsoever (including, without limitation, all attorneys’ fees
and related disbursements), actually and reasonably incurred by the Indemnitee
in connection with either the investigation, defense or appeal of a proceeding
or establishing or enforcing a right to indemnification under this Agreement or
Section 145 or otherwise; provided, however, that “expenses” shall not include
any judgments.


 


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(c)           Proceeding. For
the purposes of this Agreement, “proceeding” means any threatened, pending, or
completed action, suit or other proceeding, whether civil, criminal,
administrative, or investigative.


(d)           Subsidiary. For
purposes of this Agreement, “subsidiary” means any corporation of which more
than 50% of the outstanding voting securities are owned directly or indirectly
by the Company, by the Company and one or more other subsidiaries, or by one or
more other subsidiaries.


2.                                       Agreement to
Serve. The Indemnitee agrees to serve and/or continue to serve as agent of
the Company, at its will (or under separate agreement, if such agreement
exists), in the capacity Indemnitee currently serves as an agent of the
Company, so long as he is duly appointed or elected and qualified in accordance
with the applicable provisions of the Bylaws of the Company or any subsidiary
of the Company or until such time as he tenders his resignation in writing;
provided, however, that nothing contained in this Agreement is intended to
create any right to continued employment by Indemnitee.


3.                                       Liability
Insurance.


(a)           Maintenance of
D&O Insurance. The Company hereby covenants and agrees that, so long as
the Indemnitee shall continue to serve as an agent of the Company and
thereafter so long as the Indemnitee shall be subject to any possible proceeding
by reason of the fact that the Indemnitee was an agent of the Company, the
Company, subject to Section 3(c), shall promptly obtain and maintain in full
force and effect directors’ and officers’ liability insurance (“D&O
Insurance”) in reasonable amounts from established and reputable insurers.


(b)           Rights and
Benefits. In all policies of D&O Insurance, the Indemnitee shall be
named as an insured in such a manner as to provide the Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company’s directors, if the Indemnitee is a director; or of the Company’s
officers, if the Indemnitee is not a director of the Company but is an officer;
or of the Company’s key employees, if the Indemnitee is not a director or
officer but is a key employee.


(c)           Limitation on
Required Maintenance of D&O Insurance. Notwithstanding the foregoing,
the Company shall have no obligation to obtain or maintain D&O Insurance if
the Company determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, the coverage provided by such insurance is limited
by exclusions so as to provide an insufficient benefit, or the Indemnitee is
covered by similar insurance maintained by a subsidiary of the Company.


4.                                       Mandatory
Indemnification. Subject to Section 9 below, the Company shall
indemnify the Indemnitee as follows:


(a)           Successful
Defense. To the extent the Indemnitee has been successful on the merits or
otherwise in defense of any proceeding (including, without limitation, an
action by or in the right of the Company) to which the Indemnitee was a party
by reason of the fact that he


 


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is or was an agent of the
Company at any time, against all expenses of any type whatsoever actually and
reasonably incurred by him in connection with the investigation, defense or
appeal of such proceeding.


(b)           Third Party
Actions. If the Indemnitee is a person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Company) by reason of the fact that he is or was an agent of
the Company, or by reason of anything done or not done by him in any such
capacity, the Company shall indemnify the Indemnitee against any and all
expenses and liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the
Indemnitee 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 its stockholders, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.


(c)           Derivative
Actions. If the Indemnitee is a person who was or is a party or is
threatened to be made a party to any proceeding by or in the right of the
Company by reason of the fact that he is or was an agent of the Company, or by
reason of anything done or not done by him in any such capacity, the Company
shall indemnify the Indemnitee against all expenses actually and reasonably incurred
by him in connection with the investigation, defense, settlement, or appeal of
such proceeding, provided the Indemnitee 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 its stockholders; except that no indemnification under this
subsection 4(c) shall be made in respect to any claim, issue or matter as to
which such person shall have been finally adjudged to be liable to the Company
by a court of competent jurisdiction unless and only to the extent that the
court in which such proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such amounts which the court shall deem proper.


(d)           Actions where
Indemnitee is Deceased. If the Indemnitee is a person who was or is a party
or is threatened to be made a party to any proceeding by reason of the fact
that he is or was an agent of the Company, or by reason of anything done or not
done by him in any such capacity, and if prior to, during the pendency or after
completion of such proceeding Indemnitee becomes deceased, the Company shall
indemnify the Indemnitee’s heirs, executors and administrators against any and
all expenses and liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) actually and reasonably incurred to the extent Indemnitee would
have been entitled to indemnification pursuant to Sections 4(a), 4(b), or 4(c)
above were Indemnitee still alive.


(e)           Notwithstanding the
foregoing, the Company shall not be obligated to indemnify the Indemnitee for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) for which payment is actually made to or on behalf of Indemnitee
under a valid and collectible insurance policy of D&O Insurance, or under a
valid and enforceable indemnity clause, by-law or agreement.


 


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5.                                       Partial
Indemnification. If the Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
any expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) incurred by him in the investigation, defense, settlement or appeal
of a proceeding, but not entitled, however, to indemnification for all of the
total amount hereof, the Company shall nevertheless indemnify the Indemnitee
for such total amount except as to the portion hereof to which the Indemnitee
is not entitled.


6.                                       Mandatory
Advancement of Expenses. Subject to Section 8(a) below, the Company
shall advance all expenses incurred by the Indemnitee in connection with the
investigation, defense, settlement or appeal of any proceeding to which the
Indemnitee is a party or is threatened to be made a party by reason of the fact
that the Indemnitee is or was an agent of the Company. Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall be determined ultimately that the Indemnitee is not entitled to be
indemnified by the Company as authorized hereby. The advances to be made
hereunder shall be paid by the Company to the Indemnitee within twenty (20)
days following delivery of a written request therefor by the Indemnitee to the
Company. In the event that the Company fails to pay expenses as incurred by the
Indemnitee as required by this paragraph, Indemnitee may seek mandatory
injunctive relief from any court having jurisdiction to require the Company to
pay expenses as set forth in this paragraph. If Indemnitee seeks mandatory
injunctive relief pursuant to this paragraph, it shall not be a defense to
enforcement of the Company’s obligations set forth in this paragraph that
Indemnitee has an adequate remedy at law for damages.


7.                                       Notice and
Other Indemnification Procedures.


(a)           Promptly after
receipt by the Indemnitee of notice of the commencement of or the threat of
commencement of any proceeding, the Indemnitee shall, if the Indemnitee
believes that indemnification with respect thereto may be sought from the
Company under this Agreement, notify the Company of the commencement or threat
of commencement thereof.


(b)           If, at the time of
the receipt of a notice of the commencement of a proceeding pursuant to Section
7(a) hereof, the Company has D&O 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.


(c)           In the event the
Company shall be obligated to pay the expenses of any proceeding against the
Indemnitee, the Company, if appropriate, shall be entitled to assume the
defense of such proceeding, with counsel approved by the Indemnitee, upon the
delivery to the Indemnitee of written notice of its election so to do. After
delivery of such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by the Company, the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred
by the Indemnitee with respect to the same proceeding, provided that (i) the
Indemnitee shall have the right to employ his counsel in any such proceeding at
the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the
Indemnitee has been previously authorized by


 


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the
Company, (B) the Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and the Indemnitee in the conduct of
any such defense, or (C) the Company shall not, in fact, have employed counsel
to assume the defense of such proceeding, then the fees and expenses of
Indemnitee’s counsel shall be at the expense of the Company.


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


(a)           Claims Initiated
by Indemnitee. To indemnify or advance expenses to the Indemnitee with
respect to proceedings or claims initiated or brought voluntarily by the
Indemnitee and not by way of defense, unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the
Board, (iii) such indemnification is provided by the Company, in its sole
discretion, pursuant to the powers vested in the Company under the General
Corporation Law of Delaware or (iv) the proceeding is brought to establish or
enforce a right to indemnification under this Agreement or any other statute or
law or otherwise as required under Section 145;


(b)           Lack of Good
Faith. To indemnify the Indemnitee for any expenses incurred by the
Indemnitee with respect to any proceeding instituted by the Indemnitee to
enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the Indemnitee in such
proceeding was not made in good faith or was frivolous; or


(c)           Unauthorized
Settlements. To indemnify the Indemnitee under this Agreement for any
amounts paid in settlement of a proceeding unless the Company consents to such
settlement, which consent shall not be unreasonably withheld.


9.                                       Non-exclusivity. The
provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the
Indemnitee may have under any provision of law, the Company’s Certificate of
Incorporation or Bylaws, the vote of the Company’s stockholders or
disinterested directors, other agreements, or otherwise, both as to action in
his official capacity and to action in another capacity while occupying his
position as an agent of the Company, and the Indemnitee’s rights hereunder
shall continue after the Indemnitee has ceased acting as an agent of the
Company and shall inure to the benefit of the heirs, executors and
administrators of the Indemnitee.


10.                                 Enforcement. Any right to
indemnification or advances granted by this Agreement to Indemnitee shall be
enforceable by or on behalf of Indemnitee in any court of competent
jurisdiction if (i) the claim for indemnification or advances is denied, in
whole or in part, or (ii) no disposition of such claim is made within ninety
(90) days of request therefor. Indemnitee, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. It shall be a defense to any action for which a claim
for indemnification is made under this Agreement (other than an action brought
to enforce a claim for expenses pursuant to Section 6 hereof, provided that the
required undertaking has been tendered to the Company) that Indemnitee is not
entitled to indemnification because of the limitations set forth in Sections 4
and 8 hereof. Neither the failure of the Corporation (including its Board of
Directors or its stockholders) to have made a determination prior to the


 


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commencement
of such enforcement action that indemnification of Indemnitee is proper in the
circumstances, nor an actual determination by the Company (including its Board
of Directors or its stockholders) that such indemnification is improper, shall
be a defense to the action or create a presumption that Indemnitee is not
entitled to indemnification under this Agreement or otherwise.


11.                                 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 Indemnitee, who shall
execute all documents required and shall do all acts that may be necessary to
secure such rights and to enable the Company effectively to bring suit to enforce
such rights.


12.                                 Survival of
Rights.


(a)           All agreements and
obligations of the Company contained herein shall continue during the period
Indemnitee is an agent of the Company and shall continue thereafter so long as
Indemnitee shall be subject to any possible claim or threatened, pending or
completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Indemnitee was
serving in the capacity referred to herein.


(b)           The Company shall
require any successor to the Company (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.


13.                                 Interpretation
of Agreement. It is understood that the parties hereto intend
this Agreement to be interpreted and enforced so as to provide indemnification
to the Indemnitee to the fullest extent permitted by law including those
circumstances in which indemnification would otherwise be discretionary.


14.                                 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 the Agreement (including without
limitation, all portions of any paragraphs of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby, and (ii) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable and to give effect to Section 13 hereof.


15.                                 Modification
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 of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.


 


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16.                                 Notice. All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) if delivered by hand and receipted
for by the party addressee or (ii) if mailed by certified or registered mail
with postage prepaid, on the third business day after the mailing date. Addresses
for notice to either party are as shown on the signature page of this
Agreement, or as subsequently modified by written notice.


17.                                 Governing Law. This
Agreement shall be governed exclusively by and construed according to the laws
of the State of Delaware as applied to contracts between Delaware residents
entered into and to be performed entirely within Delaware.


 


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The parties hereto have
entered into this Indemnity Agreement effective as of the date first above
written.


	
   

  	
   

  	
  COMPANY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IT&E INTERNATIONAL GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  505 Lomas Santa Fe
  Drive, Suite 200

  
	
   

  	
   

  	
   

  	
  Solana Beach, CA 92075

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDEMNITEE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
										



 


 


[Signature Page to Indemnity Agreement of IT&E
International Group, Inc.]


 


 


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