FOLDERA,
      Inc.

    


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (“Agreement”) is effective as of this first day of
      April, 2006, by and between FOLDERA, Inc., a Nevada corporation (the “Company”),
      and ________ (“Indemnitee”).

     

    WHEREAS,
      the Company and Indemnitee recognize the continued difficulty in obtaining
      liability insurance for its directors, officers, employees, agents and
      fiduciaries, the significant increases in the cost of such insurance and the
      general reductions in the coverage of such insurance;

     

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

     

    WHEREAS,
      Indemnitee does not regard the current protection available as adequate under
      the present circumstances, and the Indemnitee and other directors, officers,
      employees, agents and fiduciaries of the Company may not be willing to continue
      to serve in such capacities without additional protection; and 

     

    WHEREAS,
      the Company desires to attract and retain the services of highly qualified
      individuals, such as Indemnitee, to serve the Company and, in part, in order
      to
      induce Indemnitee to continue to provide services to the Company, wishes to
      provide for the indemnification and advancing of expenses to Indemnitee to
      the
      maximum extent permitted by law.

     

    NOW,
      THEREFORE, the Company and Indemnitee hereby agree as follows:

     

    1. Indemnification.

     

    (a) Indemnification
      of Expenses.
      The
      Company shall indemnify Indemnitee to
      the
      fullest extent permitted by law if Indemnitee was or is or becomes a party
      to or
      witness or other participant in, or is threatened to be made a party to or
      witness or other participant in, any threatened, pending or completed action,
      suit, proceeding or alternative dispute resolution mechanism, or any hearing,
      inquiry or investigation that Indemnitee in good faith believes might lead
      to
      the institution of any such action, suit, proceeding or alternative dispute
      resolution mechanism, whether civil, criminal, administrative, investigative
      or
      other (hereinafter a “Claim”) by reason of (or arising in part out of) any event
      or occurrence related to the fact that Indemnitee is or was a director, officer,
      employee, agent or fiduciary of the Company; or any subsidiary of the Company,
      or is or was serving at the request of the Company as a director, officer,
      employee, agent or fiduciary of another corporation, partnership, joint venture,
      trust or other enterprise, or by reason of any action or inaction on the part
      of
      Indemnitee while serving in such capacity (hereinafter an “Indemnifiable Event”)
      against any and all expenses (including attorneys’ fees and all other costs,
      expenses and obligations incurred in connection with investigating, defending,
      being a witness in or participating in (including on appeal), or preparing
      to
      defend, be a witness in or participate in, any such action, suit, proceeding,
      alternative dispute resolution mechanism, hearing, inquiry or investigation),
      judgments, fines, penalties and amounts paid in settlement (if such settlement
      is approved in advance by the Company, which approval shall not be unreasonably
      withheld) of such Claim and any federal, state, local or foreign taxes imposed
      on the Indemnitee as a result of the actual or deemed receipt of any payments
      under this Agreement (collectively, hereinafter “Expenses”), including all
      interest, assessments and other charges paid or payable in connection with
      or in
      respect of such Expenses. Such payment of Expenses shall be made by the Company
      as soon as practicable but in any event no later than five days after written
      demand by Indemnitee therefor is presented to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Reviewing
      Party.
      Notwithstanding the foregoing, (i) the obligations of the Company
      under Section 1(a) shall be subject to the condition that the Reviewing Party
      (as described in Section 10(e) hereof) shall not have determined (in a written
      opinion, in any case in which the Independent Legal Counsel referred to in
      Section 1(c) hereof is involved) that Indemnitee would not be permitted to
      be
      indemnified under applicable law, and (ii) the obligation of the Company to
      make
      an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an
“Expense Advance”) shall be subject to the condition that, if, when and to the
      extent that the Reviewing Party determines that Indemnitee would not be
      permitted to be so indemnified under applicable law, the Company shall be
      entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
      Company) for all such amounts theretofore paid; provided, however, that if
      Indemnitee has commenced or thereafter commences legal proceedings in a court
      of
      competent jurisdiction to secure a determination that Indemnitee should be
      indemnified under applicable law, any determination made by the Reviewing Party
      that Indemnitee would not be permitted to be indemnified under applicable law
      shall not be binding and Indemnitee shall not be required to reimburse the
      Company for any Expense Advance until a final judicial determination is made
      with respect thereto (as to which all rights of appeal therefrom have been
      exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any
      Expense Advance shall be unsecured and no interest shall be charged thereon.
      If
      there has not been a Change in Control (as defined in Section 10(c) hereof),
      the
      Reviewing Party shall be selected by the Board of Directors, and if there has
      been such a Change in Control (other than a Change in Control which has been
      approved by a majority of the Company’s Board of Directors who were directors
      immediately prior to such Change in Control), the Reviewing Party shall be
      the
      Independent Legal Counsel referred to in Section 1(c) hereof. If there has
      been
      no determination by the Reviewing Party or if the Reviewing Party determines
      that Indemnitee substantively would not be permitted to be indemnified in whole
      or in part under applicable law, Indemnitee shall have the right to commence
      litigation seeking an initial determination by the court or challenging any
      such
      determination by the Reviewing Party or any aspect thereof, including the legal
      or factual bases therefor, and the Company hereby consents to service of process
      and to appear in any such proceeding. Any determination by the Reviewing Party
      otherwise shall be conclusive and binding on the Company and
      Indemnitee.

    


    (c) Change
      in Control.
      The
      Company agrees that if there is a Change in Control
      of the Company (other than a Change in Control which has been approved by a
      majority of the Company’s Board of Directors who were directors immediately
      prior to such Change in Control) then with respect to all matters thereafter
      arising concerning the rights of Indemnitee to payments of Expenses and Expense
      Advances under this Agreement or any other agreement or under the Company’s
      Certificate of Incorporation or Bylaws as now or hereafter in effect,
      Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected
      by the Indemnitee and approved by the Company (which approval shall not be
      unreasonably withheld). Such counsel, among other things, shall render its
      written opinion to the Company and Indemnitee as to whether and to what extent
      Indemnitee would have permitted to be indemnified under applicable law and
      the
      Company agrees to abide by such opinion. The Company agrees to pay the
      reasonable fees of the Independent Legal Counsel referred to above and to fully
      indemnify such counsel against any and all expenses (including attorneys’ fees),
      claims, liabilities and damages arising out of or relating to this Agreement
      or
      its engagement pursuant hereto.

     

    
      
        
        

      

      
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    (d) Mandatory
      Payment of Expenses.
      Notwithstanding any other provision of this
      Agreement other than Section 9 hereof, to the extent that Indemnitee has been
      successful on the merits or otherwise, including, without limitation, the
      dismissal of an action without prejudice, in defense of any action, suit,
      proceeding, inquiry or investigation referred to in Section (1) (a) hereof
      or in
      the defense of any claim, issue or matter therein, Indemnitee shall be
      indemnified against all Expenses incurred by the Indemnitee in connection
      therewith.

     

    2. Expenses;
      Indemnification Procedure.

     

    (a) Advancement
      of Expenses.
      The
      Company shall advance all Expenses incurred
      by the Indemnitee. The advances to be made hereunder shall be paid by the
      Company to Indemnitee as soon as practicable but in any event no later than
      five
      days after written demand by Indemnitee therefor to the Company.

     

    (b) Notice/Cooperation
      by Indemnitee.
      Indemnitee shall, as a condition precedent
      to Indemnitee’s 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 will or could be sought under this Agreement. Notice
      to the Company shall be directed to the Chief Executive Officer 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 the Indemnitee). In
      addition, Indemnitee shall give the Company such information and cooperation
      as
      it may reasonably require and as shall be within Indemnitee’s
      power.

     

    (c) No
      Presumptions; Burden of Proof.
      For
      purposes of this Agreement, the termination
      of any Claim by judgment, order, settlement (whether with or without court
      approval) or conviction, or upon a plea of nolo
      contendere,
      or its
      equivalent, shall not create of presumption that Indemnitee did not meet any
      particular standard of conduct or have any particular belief or that a court
      has
      determined that indemnification is not permitted by applicable law. In addition,
      neither the failure of the Reviewing Party to have made a determination as
      to
      whether Indemnitee has met any particular standard of conduct or had any
      particular belief, nor an actual determination by the Reviewing Party that
      Indemnitee has not met such standard of conduct or did not have such belief,
      prior to the commencement of legal proceedings by Indemnitee to secure a
      judicial determination that Indemnitee should be indemnified under applicable
      law, shall be a defense to Indemnitee’s claim or create a presumption that
      Indemnitee has not met any particular standard of conduct or did not have any
      particular belief. In connection with any determination by the Reviewing Party
      or otherwise as to whether the Indemnitee is entitled to be indemnified
      hereunder, the burden of proof shall be on the Company to establish that
      Indemnitee is not so entitled.

     

    (d) Notice
      to Insurers.
      If, at
      the time of the receipt by the Company of a notice
      of
      a Claim pursuant to Section 2(b) hereof, the Company has liability insurance
      in
      effect which may cover such Claim, the Company shall give prompt notice of
      the
      commencement of such Claim 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 action, suit, proceeding,
      inquiry or investigation in accordance with the terms of such
      policies.

     

    (e) Selection
      of Counsel.
      In the
      event the Company shall be obligated hereunder
      to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled
      to assume the defense of such Claim with counsel approved by Indemnitee, 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 will not be liable to
      Indemnitee under this Agreement for any fees of counsel subsequently incurred
      by
      Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall
      have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s
      expense and (ii) if (A) the employment of counsel by Indemnitee has been
      previously authorized by the Company, (B) Indemnitee shall have reasonably
      concluded that there may be a conflict of interest between the Company and
      Indemnitee in the conduct of any such defense, or (C) the Company shall not
      continue to retain such counsel to defend such Claim, then the fees and expenses
      of Indemnitee’s counsel shall be at the expense of the Company.

     

    
      
        
        

      

      
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    3. Additional
      Indemnification Rights; Nonexclusivity.

     

    (a) Scope.
      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
      Certificate 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 which expands the right of a Nevada corporation to indemnify a member
      of
      its Board of Directors or an officer, employee, agent or fiduciary, it is the
      intent of the parties hereto that Indemnitee shall enjoy by this Agreement
      the
      greater benefits afforded by such change. In the event of any change in any
      applicable law, statute or rule which narrows the right of a Nevada corporation
      to indemnify a member of its Board of Directors or an officer, employee, agent
      or fiduciary, such change, 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 hereunder except as set forth
      in Section 8(a) hereof.

     

    (b) 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, its Bylaws, any agreement, any vote of
      stockholders or disinterested directors, the General Corporation Law of the
      State of Nevada, or otherwise. The indemnification provided under this Agreement
      shall continue as to Indemnitee for any action taken or not taken while serving
      in an indemnified capacity even though Indemnitee may have ceased to serve
      in
      such capacity.

     

    4. No
      Duplication of Payments.
      The
      Company shall not be liable under this Agreement
      to make any payment in connection with any Claim made against Indemnitee to
      the
      extent Indemnitee has otherwise actually received payment (under any insurance
      policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts
      otherwise indemnifiable hereunder.

     

    5. Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement
      to indemnification by the Company for some or a portion of Expenses incurred
      in
      connection with any Claim, but not, however, for all of the total amount
      thereof, the Company shall nevertheless indemnify Indemnitee for the portion
      of
      such Expenses to which Indemnitee is entitled.

    


    6. Mutual
      Acknowledgement.
      Both
      the Company and Indemnitee acknowledge that
      in
      certain instances, Federal law or applicable public policy may prohibit the
      Company from indemnifying its directors, officers, employees, agents or
      fiduciaries under this Agreement or otherwise. Indemnitee understands and
      acknowledges that the Company has undertaken or 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.

     

    
      
        
        

      

      
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    7. Liability
      Insurance.
      To the
      extent the Company maintains liability insurance applicable
      to directors, officers, employees, agents or fiduciaries, Indemnitee shall
      be
      covered by such policies in such a manner as to provide Indemnitee the same
      rights and benefits as are accorded to the most favorably insured of the
      Company’s directors, if Indemnitee is a director; or of the Company’s officers,
      if Indemnitee is not a director of the Company but is an officer; or of the
      Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer
      or director but is a key employee, agent or fiduciary.

     

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

     

    (a) Excluded
      Action or Omissions.
      To
      indemnify Indemnitee for acts, omissions
      or transactions from which Indemnitee may not be relieved of liability under
      applicable law.

     

    (b) Claims
      Initiated by Indemnitee.
      To
      indemnify or advance expenses to
      Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
      and not by way of defense, except (i) with respect to actions or proceedings
      brought to establish or enforce a right to indemnification under this Agreement
      or any other agreement or insurance policy or under the Company’s Certificate of
      Incorporation or Bylaws now or hereafter in effect relating to Claims for
      Indemnifiable Events, (ii) in specific cases if the Board of Directors has
      approved the initiation or bringing of such Claim, or (iii) as otherwise as
      required under Section 145 of the Nevada General Corporation Law, regardless
      of
      whether Indemnitee ultimately is determined to be entitled to such
      indemnification, advance expense payment or insurance recovery, as the case
      may
      be.

     

    (c) Lack
      of Good Faith.
      To
      indemnify Indemnitee for any expenses incurred by
      the
      Indemnitee with respect to any proceeding instituted by 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

     

    (d) Claims
      Under Section 16(b).
      To
      indemnify Indemnitee for expenses and the
      payment of profits arising from the purchase and sale by Indemnitee of
      securities in violation of Section 16(b) of the Securities Exchange Act of
      1934,
      as amended, or any similar successor statute.

     

    9. Period
      of Limitations.
      No
      legal action shall be brought and no cause of action shall
      be
      asserted by or in the right of the Company against Indemnitee, Indemnitee’s
      estate, spouse, heirs, executors or personal or legal representatives after
      the
      expiration of two years from the date of accrual of such cause of action, and
      any claim or cause of action of the Company shall be extinguished and deemed
      released unless asserted by the timely filing of a legal action within such
      two-year period; provided,
      however,
      that if
      any shorter period of limitations is otherwise applicable to any such cause
      of
      action, such shorter period shall govern.

    


    10. Construction
      of Certain Phrases.

     

    (a) 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 which,
      if its separate existence had continued, would have had power and authority
      to
      indemnify its directors, officers, employees, agents or fiduciaries, so that
      if
      Indemnitee is or was a director, officer, employee, agent or fiduciary of such
      constituent corporation, or is or was serving at the request of such constituent
      corporation as a director, officer, employee, agent or fiduciary of another
      corporation, partnership, joint venture, employee benefit plan, 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.

     

    
      
        
        

      

      
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    (b) 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, agent or fiduciary of the Company which imposes
      duties on, or involves services by, such director, officer, employee, agent
      or
      fiduciary with respect to an employee benefit plan, its participants or its
      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.

     

    (c) For
      purposes of this Agreement a “Change in Control” shall be deemed to have
      occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d)
      of the Securities Exchange Act of 1934, as amended), other than a trustee or
      other fiduciary holding securities under an employee benefit plan of the Company
      or a corporation owned directly or indirectly by the stockholders of the Company
      in substantially the same proportions as their ownership of stock of the
      Company, (A) who is or becomes the beneficial owner, directly or indirectly,
      of
      securities of the Company representing 10% or more of the combined voting power
      of the Company’s then outstanding Voting Securities, increases his beneficial
      ownership of such securities by 5% or more over the percentage so owned by
      such
      person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under
      said Act), directly or indirectly, of securities of the Company representing
      more than 20% of the total voting power represented by the Company’s then
      outstanding Voting Securities, (ii) during any period of two consecutive years,
      the individuals who at the beginning of such period constitute the Board of
      Directors of the Company and any new director whose election by the Board of
      Directors or nomination for election by the Company’s stockholders was approved
      by a vote of at least two-thirds of the directors then still in office who
      either were directors at the beginning of the period or whose election or
      nomination for election was previously so approved, cease for any reason to
      constitute a majority thereof, or (iii) the stockholders of the Company approve
      a merger or consolidation of the Company with any other corporation other than
      a
      merger or consolidation which would result in the Voting Securities of the
      Company outstanding immediately prior thereto continuing to represent (either
      by
      remaining outstanding or by being converted into Voting Securities of the
      surviving entity) at least 80% of the total voting power represented by the
      Voting Securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation, or the stockholders of the
      Company approve a plan of complete liquidation of the Company or an agreement
      for the sale or disposition by the Company of (in one transaction or a series
      of
      transactions) all of substantially all of the Company’s assets.

    


    (d) For
      purposes of this Agreement, “Independent Legal Counsel” shall mean an
      attorney or firm of attorneys, selected in accordance with the provisions of
      Section 1(c) hereof, who shall not have otherwise performed services for the
      Company or Indemnitee within the last three years (other than with respect
      to
      matters concerning the rights of Indemnitee under this Agreement, or of other
      indemnitees under similar indemnity agreements.)

     

    
      
        
        

      

      
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    (e) For
      purposes of this Agreement, a “Reviewing Party” shall mean any appropriate
      person or body consisting of a member or members of the Company’s Board of
      Directors or any other person or body appointed by the Board of Directors who
      is
      not a party to the particular Claim for which Indemnitee is seeking
      indemnification, or Independent Legal Counsel.

     

    (f) For
      purposes of this Agreement, “Voting Securities” shall mean any securities
      of the Company that vote generally in the election of directors.

     

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

     

    12. Binding
      Effect; Successors and Assigns.
      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 personal and legal
      representatives. The Company shall require and cause any successor (whether
      direct or indirect by purchase, merger, consolidation or otherwise) to all,
      substantially all, or a substantial part, of the business and/or assets of
      the
      Company, by written agreement in form and substance satisfactory to Indemnitee,
      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. This Agreement shall continue in effect regardless
      of whether Indemnitee continues to serve as a director or officer of the Company
      or of any other enterprise at the Company’s request.

     

    13. Attorneys’
      Fees.
      In the
      event that any action is instituted by Indemnitee under this
      Agreement or under any liability insurance policies maintained by the Company
      to
      enforce or interpret any of the terms hereof or thereof, Indemnitee shall be
      entitled to be paid all Expenses incurred by Indemnitee with respect to such
      action, regardless of whether Indemnitee is ultimately successful in such
      action, and shall be entitled to the advancement of Expenses with respect to
      such action, unless as a part of such action a court of competent jurisdiction
      over such action determines that each of the material assertions made by
      Indemnitee as a basis for such action were not made in good faith or were
      frivolous. In the event of an action instituted by or in the name of the Company
      under this Agreement to enforce or interpret any of the terms of this Agreement,
      Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee
      in
      defense of such action (including costs and expenses incurred with respect
      to
      Indemnitee’s counterclaims and cross-claims made in such action), and shall be
      entitled to the advancement Expenses with respect to such action, unless as
      a
      part of such action a court having jurisdiction over such action determines
      that
      each of Indemnitee’s material defenses to such action were made in bad faith or
      were frivolous.

     

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

     

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

     

    16. Severability.
      The
      provisions of this Agreement shall be severable in the event that
      any
      of the provisions hereof (including any provision within a single section,
      paragraph or sentence) are held by a court of competent jurisdiction to be
      invalid, void or otherwise unenforceable, and the remaining provisions shall
      remain enforceable to the fullest extent permitted by law. Furthermore, to
      the
      fullest extent possible, the provisions of this Agreement (including, without
      limitations, each portion of this Agreement containing any provision held to
      be
      invalid, void or otherwise unenforceable, that is not itself invalid, void
      or
      unenforceable) shall be construed so as to give effect to the intent manifested
      by the provision held invalid, illegal or unenforceable.

     

    
      
        
        

      

      
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    17. Choice
      of Law.
      This
      Agreement shall be governed by and its provisions construed
      and enforced in accordance with the laws of the State of Nevada, as applied
      to
      contracts between Nevada residents, entered into and to be performed entirely
      within the State of Nevada, without regard to the conflict of laws principles
      thereof.

     

    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
      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.

     

    19. Amendment
      and Termination.
      No
      amendment, modification, termination or cancellation
      of this Agreement shall be effective unless it is in writing signed by both
      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.

     

    20. Integration
      and Entire Agreement.
      This
      Agreement sets forth the entire understanding
      between the parties hereto and supercedes and merges all previous written and
      oral negotiations, commitments, understandings and agreements relating to the
      subject matter hereof between the parties hereto.

     

    21. No
      Construction as Employment Agreement.
      Nothing
      contained in this Agreement
      shall be construed as giving Indemnitee any right to be retained in the employ
      of the Company or any of its subsidiaries.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


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

    


    FOLDERA,
      INC.

    


    


    By:
      __________________________________

    


    Title:
      _________________________________

    


    


    


    AGREED
      TO
      AND ACCEPTED

    


    INDEMNITEE:

    


    


    _______________________________

    (signature)

    


    _______________________________

    (name
      of
      Indemnitee)

    


    _______________________________

    


    _______________________________

    (address)

     

     

    
      
        
        

      

      
        9