exv10w1



 







EXHIBIT 10.1




INDEMNIFICATION AGREEMENT




     This INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into as of June 30,
2006, by and among Z-Axis Corporation, a Colorado corporation (the “Company”), Z-Axis, LLC, a
Colorado limited liability company, and ___[Name of Officer or Director]
(“Indemnitee”), and is acknowledged and consented to by TKH, LLC, a Colorado limited liability
company (the “Purchaser LLC”), of which Messrs. Alan Treibitz and Raymond Hauschel, and Ms.
Stephanie S. Kelso (collectively, the “Z-Axis Investor Group”) are the sole record and beneficial
owners of Purchaser LLC.



     WHEREAS, highly competent persons are reluctant to serve corporations as directors or in
other capacities unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation; and



     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue concern that they will not be so
indemnified; and



     WHEREAS, Indemnitee is willing to serve or continue to serve for or on behalf of the
Company on the condition that Indemnitee be so indemnified; and



     WHEREAS, the parties hereto intend that upon consummation of the Exchange (as defined in
Article X), the Company will no longer have any obligations pursuant to, this Agreement and at
that time the Company will solely be obligated to indemnify the Indemnitee pursuant to the
provisions of Section 12.5 of the Stock Exchange Agreement (as defined in Article X of this
Agreement); and



     NOW, THEREFORE, in consideration of the promises, conditions, representations and warranties
set forth herein, including Indemnitee’s continued service to the Company, the Company and
Indemnitee hereby covenant and agree as follows:



ARTICLE I

DEFINITIONS




     For purposes of this Agreement, the following terms shall have the meaning given here:



     1.01 “Board” shall mean the Board of Directors of the Company.



     1.02 “Corporate Status” describes the status of a person who is or was a director,
officer, employee, agent or fiduciary of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit or other enterprise which such person is or was serving at
the express written request of the Company.



     1.03 “Covered Act” means any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by Indemnitee or against any of the
foregoing alleged by any claimant or any claim against Indemnitee by reason of being a director or
officer of the Company.



     1.04 “D&O Insurance” means the directors’ and officers’ liability insurance in favor of
the Company and as reflected by the policy or policies issued by the insurer(s), and having the
policy number(s), amount(s) and deductible(s) now existing and included in the Company’s files or
replacement, substitute or tail policies issued by one or more reputable insurers providing in all
respects coverage at least comparable to and in the same amount as that provided under the policy
or policies covering the Company and its directors and officers that is now or hereafter placed
into effect.



     1.05 “Determination” means a determination, based on the facts known at the time, made
by:




     (a) A majority vote of a quorum of disinterested directors; or



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     (b) Independent Counsel in a written opinion prepared at the request of a majority
of a quorum of Disinterested Directors; or




     (c) A majority of the disinterested stockholders of the Company; or




     (d) A final adjudication by a court of competent jurisdiction.



     “Determined” shall have a correlative meaning.



     1.06 “Disinterested Director” means a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by Indemnitee.



     1.07 “Effective Date” means the date of this Agreement.



     1.08 “Excluded Claim” means any payment for Losses or Expenses in connection with any
claim:




     (a) Based upon or attributable to Indemnitee gaining in fact any personal profit or
advantage to which Indemnitee is not entitled; or




     (b) For the return by Indemnitee of any remuneration paid to Indemnitee without the
previous approval of the stockholders of the Company which is illegal; or




     (c) For an accounting of profits in fact made from the purchase or sale by
Indemnitee of securities of the Company within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, or similar provisions of any state law; or




     (d) Resulting from Indemnitee’s knowingly fraudulent, dishonest or willful
misconduct; or




     (e) The payment of which by the Company under this Agreement is not permitted by
applicable law.



     1.09 “Expenses” shall include all reasonable attorneys fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, all costs of e-discovery, and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness
in a Proceeding, but shall not include Fines.



     1.10 “Fines” mean any fine, penalty or, with respect to an employee benefit plan, any
excise tax or penalty assessed with respect thereto.



     1.11 “Good Faith” shall mean Indemnitee having acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and,
with respect to any criminal Proceeding, having had no reasonable cause to believe Indemnitee’s
conduct was unlawful.



     1.12 “Independent Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past three years has
been, retained to represent (i) the Company or Indemnitee in any matter material to either such
party or (ii) any other party to
the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under
this Agreement.



     1.13 “Loss” means any amount which Indemnitee is legally obligated to pay as a result of
a claim or claims made against him or her for Covered Acts including, without limitation, damages
and judgments and sums paid in settlement of a claim or claims, but shall not include Fines.



     1.14 “Proceeding” includes any action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other actual threatened or completed
proceeding whether civil, criminal, administrative or investigative, other than one initiated by
Indemnitee. For purposes of the foregoing sentence, a “Proceeding” shall not be deemed to have been
initiated by Indemnitee where



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Indemnitee seeks pursuant to Article IX of this Agreement to enforce
Indemnitee’s rights under this Agreement relating thereto.



ARTICLE II

SERVICES BY, AND CAPACITIES, OF INDEMNITEE




     Indemnitee is at the date hereof a director [and officer] of the Company. The positions
under which Indemnitee will render services to the Company shall be all those which are reflected
in the meeting minutes of the Company’s stockholders or directors or both, as the case may be, and
will include any and all services rendered in those capacities. Indemnitee may at any time and for
any reason resign from his or her position as a director or officer, as the case may be, of the
Company, subject to any other contractual obligation or any obligation imposed by operation of law.



ARTICLE III

MAINTENANCE OF D&O INSURANCE




     3.01 Description of D&O Insurance. The Company will maintain a policy or policies
of directors’ and officers’ liability insurance that will be in effect not later than the Effective
Date, all of which has or have been disclosed to the Indemnitee and as to which Indemnitee
acknowledges having the right to receive a copy or copies of all such policies prior to execution
hereof or upon reasonable request at any time hereafter.



     3.02 Named Insured. In any policies of D&O Insurance which will be maintained by
the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the
same rights and benefits, subject to the same limitations, as are accorded to the Company’s
directors and officers most favorably insured by such policy.



     3.03 No Obligation. Nothing herein shall impose upon the Company the obligation
to 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, or the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit. Any discontinuance of prior coverage or non-renewal of D&O
Insurance coverage will be communicated by the Company to the Indemnitee.



ARTICLE IV

INDEMNIFICATION




     4.01 Indemnification in General. The Company shall indemnify and hold Indemnitee
harmless for any Losses, Expenses, judgments, penalties, Fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue
or matter therein, if Indemnitee acted in Good Faith. Such indemnification and hold harmless
will relate back to the date upon which the Indemnitee first became a director or officer of the
Company.



     4.02 Excluded Coverage. The Company shall have no obligation to indemnify and
hold Indemnitee harmless from any Losses or Expense which has been Determined to constitute an
Excluded Claim. Notwithstanding the provisions of Section 4.01, no such indemnification shall be
made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have
been adjudged to be liable to the Company if applicable law prohibits such indemnification;
provided, however, that, if applicable law so permits, indemnification shall nevertheless be made
by the Company in such event if and only to the extent that a court of competent jurisdiction in
the State of Colorado, or the court in which such Proceeding shall have been brought or pending,
shall Determine.



     4.03 Indemnification of a Party Who Is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, against all
Losses, Expenses, judgments, penalties, Fines and amounts paid in settlement, actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the



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merits or otherwise, as to
one or more but less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee to the maximum extent permitted by law, against all Losses, Expenses,
judgments, penalties, Fines and amounts paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 4.03 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter, so long as there has been no finding (either
adjudicated or pursuant to Article VI) that Indemnitee did not act in Good Faith.



     4.04 Indemnification For Expenses of a Witness. Notwithstanding any other
provision of this Agreement to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness in a Proceeding, Indemnitee shall be indemnified against all Losses and Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.



ARTICLE V

ADVANCEMENT OF EXPENSES




     Notwithstanding any provision to the contrary in Article VI, the Company shall advance
all reasonable Expenses which, by reason of Indemnitee’s Corporate Status, are incurred by or on
behalf of Indemnitee in connection with any Proceeding, within twenty (20) days after the receipt
by the Company of a statement or statements from Indemnitee requesting such advance or advances, whether prior to or
after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of Indemnitee to repay any Expenses if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against such Expenses. Such statements
may be redacted to the extent necessary to preserve attorney-client confidentiality, work product
or other applicable privileges, if any. Any advance and undertakings to repay pursuant to this
Article V shall be unsecured and interest free.



ARTICLE VI

PROCEDURES FOR DETERMINATION OF ENTITLEMENT




     6.01 Initial Notice. Promptly after receipt by Indemnitee of notice of the
commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if
indemnification with respect thereto may be sought from the Company under this Agreement, notify
the Company of the commencement thereof. Indemnitee shall include therein or therewith such
documentation and information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall promptly advise the Board in
writing that Indemnitee has requested indemnification.



     6.02 D&O Insurance. If, at the time of the receipt of such notice, 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
in favor of Indemnitee. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all Losses and Expenses payable as a result of
such Proceeding in accordance with the terms of such policies.



     6.03 Employment of Counsel. To the extent the Company does not, at the time of
the commencement of or the threat of commencement of a Proceeding, have applicable D&O Insurance,
or if a Determination is made that any Expenses arising out of such Proceeding will not be payable
under the D&O Insurance then in effect, the Company shall be obligated to pay the Expenses of any
such Proceeding in advance of the final disposition thereof as provided in Article V and the
Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel
satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to
do. After delivery of such notice, the Company will not be liable to Indemnitee under this
Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with
such defense other than reasonable Expenses of investigation provided that Indemnitee shall have
the right to employ its own counsel in any such Proceeding but the fees and expenses of such
counsel incurred after delivery of notice from the Company of its assumption of such defense shall
be at Indemnitee’s expense and provided further that if (i) the employment of counsel by Indemnitee
has



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been previously authorized by the Company, (ii) Indemnitee and counsel 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 (iii) the Company shall not, in fact, have employed counsel to
assume the defense of such Proceeding, the fees and expenses of counsel shall be at the expense of
the Company.



     6.04 Payment. All payments on account of the Company’s indemnification
obligations under this Agreement shall be made within sixty (60) days of Indemnitee’s written
request therefor unless a Determination is made that the claims giving rise to Indemnitee’s request
are Excluded Claims or otherwise not payable under this Agreement or applicable law.



     6.05 Reimbursement by Indemnitee. Indemnitee agrees that he or she will reimburse
the Company for all Losses and Expenses paid by the Company in connection with any Proceeding
against Indemnitee in the event and only to the extent that a Determination shall have been made by
a court in a final adjudication from which there is no further right of appeal that Indemnitee is
not entitled to be indemnified by the Company for such Expenses because the claim is an Excluded
Claim or because Indemnitee is otherwise not entitled to payment under this Agreement.



     6.06 Cooperation. Indemnitee shall cooperate with the person, persons or entity
making the Determination with respect to Indemnitee’s entitlement to indemnification under this
Agreement, including providing to such person, persons or entity upon reasonable advance request
any documentation or information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such Determination. Any
costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so
cooperating with the person, persons or entity making such Determination shall be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.



ARTICLE VII

SETTLEMENT




     The Company shall have no obligation to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without the Company’s prior written consent.
The Company shall not settle any claim in any manner which would impose any Fine or other
obligation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee
shall unreasonably withhold their consent to any proposed settlement.



ARTICLE VIII

RIGHTS NOT EXCLUSIVE




     The rights provided hereunder shall not be deemed exclusive of any other rights to which
Indemnitee may be entitled under any bylaw, agreement, vote of stockholders or of Disinterested
Directors or otherwise, both as to action in his or her official capacity and as to action in any
other capacity by holding such office, and shall continue after Indemnitee ceases to serve the
Corporation as a director or officer or both, as the case may be.



ARTICLE IX

ENFORCEMENT




     9.01 Burden of Proof. Indemnitee’s right to indemnification shall been
enforceable by Indemnitee in the state courts of the State of Colorado and shall be enforceable
notwithstanding any adverse Determination. In any such action, if a prior adverse Determination has
been made, the burden of proving that indemnification is required under this Agreement shall be on
Indemnitee. The Company shall have the burden of proving that indemnification is not required under
this Agreement if no prior adverse Determination shall have been made.



     9.02 Costs And Expenses. In the event that any action is instituted by Indemnitee
under this Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all court costs and expenses, including reasonable counsel fees,
incurred by Indemnitee with respect to



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such action, unless the court 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.



ARTICLE X

APPLICABILITY OF AGREEMENT FOR SILICON MOUNTAIN HOLDINGS




     10.01 The Exchange, LLC Sale and Related Transactions. The Company is a party to that
that certain Stock Exchange Agreement (herein so called) dated as of May 7, 2006, as amended on
June 30, 2006, by and among the Company, Silicon Mountain Memory, Incorporated, a Colorado
corporation (“SMM”), Rudolph (Tre’) A. Cates III and Roger Haston, as the SMM principal
stockholders, and Alan Treibitz and Stephanie Kelso, as the Z-Axis principal stockholders pursuant
to which the Company will acquire, subject to the conditions set forth therein, all the issued and
outstanding securities of SMM through an exchange (the “Exchange”), upon the terms set forth
therein. Following the Closing (as defined in the Stock Exchange Agreement), the entity formerly
known as the Company shall be known as Silicon Mountain Holdings. Pursuant to the terms of the
Stock Exchange Agreement, the Company intends to transfer all of its assets and Liabilities (as
defined in the Stock Exchange Agreement), including this Agreement and all the Company’s rights and
obligations pursuant to this Agreement, to Z-Axis, LLC, a Colorado limited liability company
(“Z-Axis LLC”), which will be a wholly owned subsidiary of the Company. Pursuant to the terms of
the Stock Exchange Agreement, and in accordance with the terms of the Limited Liability Company
Interests Purchase Agreement by and among the Company, Purchaser LLC and the Investor Group dated
June 30, 2006, Purchaser LLC intends to purchase all of the outstanding membership interests of
Z-Axis LLC from the Company (the “LLC Sale”). The transfer of all the assets and Liabilities of
the Company to the Z-Axis LLC will include all the Liabilities of Z-Axis as of the transfer,
including (but not limited to) Liabilities for events that occur prior to the Closing, this
Agreement and the D&O Insurance (the “Z-Axis Transfer”). Notwithstanding any other provision of
this Agreement, upon the Z-Axis Transfer, this Agreement and the D&O Insurance and all rights and
obligations of the Company pursuant to this Agreement will be transferred to and assumed by the
Z-Axis LLC, and
thereafter, neither the Company nor Silicon Mountain Holdings will have any obligations to any
Indemnitee or to any other person or entity pursuant to the terms of this Agreement.



     10.02 Transfer of the Agreement and D&O Policy. Notwithstanding anything to the
contrary, the parties hereby acknowledge, consent and agree to the assignment of this Agreement and
all of Company’s rights and obligations hereunder by the Company to Z-Axis LLC as part of the
Z-Axis Transfer as referenced above and to the LLC Sale, and the assumption of the indemnification
obligations by Z-Axis LLC as further described herein..



     10.03 Obligations of Z-Axis and Silicon Mountain Holdings Following the Exchange.
Notwithstanding anything to the contrary, this Agreement is not intended to expand, change, modify,
affect or otherwise relate to, in any manner whatsoever, the rights or obligations of Silicon
Mountain Holdings under Section 12.5 of the Stock Exchange Agreement. The parties acknowledge and
agree that Silicon Mountain Holdings’ sole responsibilities and obligations pursuant to Section
12.5 of the Stock Exchange Agreement are solely defined by the terms of Section 12.5 of the Stock
Exchange Agreement, and none of the terms or provisions of this Agreement is applicable to any
indemnification or other matter provided by, or otherwise occurring pursuant to, Section 12.5 of
the Stock Exchange Agreement. Other than its obligations under Section 12.5 to the Stock Exchange
Agreement (as described above), the Company and Indemnitee hereby release Silicon Mountain Holdings
from any and all liabilities or obligations under this Agreement, and effective upon the closing of
the Exchange and only if the Exchange is consummated, the Indemnitee releases the Company from any
and all liabilities under this Agreement. At the effective time of this release, and subsequent
thereto, the Indemnitee will be indemnified by Silicon Mountain Holdings pursuant to the provisions
of Section 12.5 of the Stock Exchange Agreement. and in the event of a conflict between this
Agreement and Section 12.5 of the Stock Exchange Agreement, the provisions of Section 12.5 of the
Stock Exchange Agreement shall control.



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ARTICLE XI

GENERAL PROVISIONS




     11.01 Successors And Assigns. This Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, and shall be binding upon and shall
inure to the benefit of Indemnitee and Indemnitee’s heirs, executors, personal representatives and
administrators.



     11.02 No Duplicate Indemnity or Recovery. Notwithstanding any provisions to the
contrary herein, this Agreement shall not be interpreted or construed in such a manner as to
provide Indemnitee duplicate indemnities or recoveries to the extent Indemnitee is entitled under
applicable law, D&O policies or other contracts or agreements, to indemnity or reimbursement of
Losses, Expenses, judgments, penalties, Fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding or any
claim, issue or matter therein.



     11.02 Severability. If any provision or provisions of this Agreement is
determined by a court to be invalid, illegal or unenforceable for any reason whatsoever, such
provision shall be limited or modified in its application to the minimum extent necessary to avoid
a violation of law, and, as so limited or modified, such provision and the balance of this
Agreement shall be enforceable in accordance with its terms.



     11.03 Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this
Agreement.



     11.04 Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.



     11.05 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.
This Agreement shall remain in effect for a period of ten years from the date of its execution,
notwithstanding any change in control of the Company that shall occur during the term of this
Agreement and notwithstanding that during the term hereof the Indemnitee shall cease serving as an
officer or director of the Company, as the case may be.



     11.06 Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom said notice or other communication shall have been directed, or
(ii) mailed by certified or registered mail with postage prepaid, on the third business day after
the date on which it is so mailed.



	 	 	 
	If to Indemnitee to:

	 	As shown with Indemnitee’s signature below
	 
	 	 
	If to the Company to:

	 	Z-Axis Corporation
	 

	 	5445 DTC Parkway, Suite 450
	 

	 	Greenwood Village, Colorado 80111
	 
	 	 
	With a copy to:

	 	Robert W. Walter, Esq.





or to such other address as may have been furnished to Indemnitee by the Company or to the
Company by Indemnitee, as the case may be.




     11.07 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 Colorado without
application of the conflict of laws principles thereof.



     11.08 Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Colorado for all purposes in connection
with any Proceeding which



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arises out of or relates to this Agreement, and agree that any action
instituted under this Agreement shall be brought only in the state courts of the State of Colorado.



     11.09 Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto in reference to all the matters herein agreed upon. This
Agreement replaces in full all prior indemnification agreements or understandings of the parties
hereto, and any and all such prior agreements or understandings are hereby rescinded by mutual
agreement.



[Remainder of Page Intentionally Left Blank]




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



	 	 	 	 	 
	 	INDEMNITEE: 

 	 
	 	Signed:  	 	 
	 	 	Print Name:

Print Title(s):
Address:	 
	 



	 	 	 	 	 
	 	Z-AXIS CORPORATION

A Colorado corporation:

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Z-AXIS, LLC 

A Colorado limited liability company

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



[acknowledgment and consent signatures on next page]





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ACKNOWLEDGED AND CONSENTED TO:




	 	 	 	 	 
	 	TKH LLC 

A Colorado limited liability company

 	 
	 	By:  	 	 
	 	Name:  	Alan Treibitz	 
	 	Title:  	Authorized Manager	 
	 



	 	 	 	 	 
	 	Z-AXIS INVESTOR GROUP 

 	 
	 	 	 
	 	Alan Treibitz
	 
	 	 	 
	 	Stephanie S. Kelso
	 
	 	 	 
	 	Raymond Hauschel




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