Unassociated Document


     

    INDEMNITY
      AGREEMENT

     

    


     

    THIS
      AGREEMENT made as of the 15 day of March, 2006.

     

    BETWEEN:

     

    GammaCan
      International, Inc.,
      a
      corporation incorporated under the State of Delaware and having
      a
      business
      address at 11 Ben Gurion Street, Givat Shmuel 54101, Israel

    (the
      "Indemnitor")

     

    AND:

     

    Josef
      Neuhaus,
      Director, of Indemnitor and of its Israeli subsidiary, GammaCan Ltd. (the
      "Subsidiary"),
      of 45
      Eliezer Yafeh St., Ra'anana 43451, Israel

     

    


    (the
      "Indemnitee")

     

     

    WHEREAS:

     

    A.  The
      Indemnitee has been requested to accept and hold a position as a director of
      the
      Indemnitor and the Subsidiary; and

     

    B.  In
      consideration of $1.00 and other good and valuable consideration received,
      the
      Indemnitor has agreed to indemnify the Indemnitee for all liability, losses,
      damages, costs, charges, expenses, fines and penalties which have been or may
      be
      sustained by the Indemnitee as a result of his acting as a member of the Board
      of Directors of the Indemnitor.

     

    IN
      WITNESS THEREFORE that
      in
      consideration of the premises and subject to the conditions hereunder and in
      consideration of the sum of ONE DOLLAR ($1.00) now paid by the Indemnitee to
      the
      Indemnitor and other good and valuable consideration (the receipt and
      sufficiency of which is hereby acknowledged by the Indemnitor), the parties
      agree as follows:

     

    1.  General
      Indemnity.
      Subject
      to section 4 hereof, the Indemnitor agrees to indemnify and save the Indemnitee
      harmless from and against:

     

    (a) any
      and
      all costs, charges, expenses, fees, damages or liabilities, regardless of when
      they arose and howsoever arising and whether arising in law or in equity or
      under statute, regulation or governmental ordinance of any jurisdiction, common
      law or otherwise (including legal or other professional fees), and whether
      incurred alone or jointly with others, which the Indemnitee may suffer, sustain,
      incur or be required to pay arising out of, in connection with or incidental
      to
      any action, suit, demand, proceeding, investigation or claim which may be
      brought, commenced, made, prosecuted or threatened against the Indemnitee (any
      of the same hereinafter being referred to as a "Claim")
      for or
      in respect of any act, deed, matter or thing done, made, permitted or in respect
      of any omission to do, make or permit any act, deed, matter or thing whatsoever
      required or desirable to do, make or permit, by the Indemnitee arising out
      of,
      in connection with or incidental to the management, operations, activities
      or
      affairs of the Indemnitor or the exercise by the Indemnitee of his powers or
      the
      performance of his duties as a member of the Board of Directors of the
      Indemnitor, whether sustained or incurred by reason of his negligence, default,
      breach of duty, failure to exercise due diligence or otherwise in relation
      to
      the Indemnitor;

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    (b) any
      and
      all costs, charges, expenses, fees, damages or liabilities which the Indemnitee
      may suffer, sustain or incur or be required to pay in connection with
      investigating, initiating, defending, preparing for, providing evidence in,
      instructing and receiving the advice of his own or other counsel, or any amount
      paid to satisfy any judgment made, fine imposed, damages or costs or any amount
      paid or liability incurred by the Indemnitee to settle any Claim, or any amount
      of tax assessed against the Indemnitee in respect of any indemnity under this
      Agreement;

     

    (c) that
      to
      the extent not satisfied, paid or reimbursed by the Indemnitor, the Indemnitor
      shall pay or reimburse the Indemnitee for any and all costs, charges, expenses,
      fees or liabilities the Indemnitee sustains, incurs or is required to pay in
      or
      in relation to the management, operations, activities or affairs of the
      Indemnitor in the Indemnitee's capacity as a member of the Board of Directors
      of
      the Indemnitor, whether or not incurred in connection with any
      Claim.

     

    2.  Specific
      Indemnity for Statutory Obligations.
      Without
      limiting the generality of the provisions of section 1 hereof and subject to
      section 4 hereof, the Indemnitor agrees to indemnify and save the Indemnitee
      harmless from and against any and all charges, costs, expenses, penalties,
      assessments and liabilities arising by operation of statute and incurred by
      the
      Indemnitee in relation to the management, operations, activities or affairs
      of
      the Indemnitor in the Indemnitee's capacity as a member of the Board of
      Directors of the Indemnitor, including but not limited to all statutory
      obligations to employees, suppliers, contractors, subcontractors, repairers
      and
      the like and any government or any agency or division of any government, whether
      federal, provincial, state, regional or municipal.

     

    3.  Exclusion
      of Liability.
      Subject
      to section 4 hereof, the Indemnitee, in his capacity as a member of the Board
      of
      Directors of the Indemnitor, shall not be liable for:

     

    (a) any
      act,
      default, omission, or neglect of any other consultant, employee, director of
      the
      Indemnitor;

     

    (b) any
      loss
      or damages incurred by the Indemnitor owing to any receipt or act of any
      consultant, employee, director of the Indemnitor in which the Indemnitee has
      concurred or joined in for conformity;

     

    
      
         

      

      
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    (c) any
      loss
      or damages incurred by the Indemnitor through the insufficiency or deficiency
      of
      title to any property acquired by order of the board of directors or the
      officers of the Indemnitor for or on behalf of the Indemnitor;

     

    (d) the
      insufficiency or deficiency of any security in or upon which any money of the
      Indemnitor shall be invested or loaned;

     

    (e) any
      loss
      or damage arising from the bankruptcy, insolvency or tortious act of any person
      with whom any money, security or effect of the Indemnitor shall be
      deposited;

     

    (f) any
      loss,
      conversion, misapplication or misappropriation of or any damage resulting from
      any dealings with any money, security or other asset belonging to the
      Indemnitor;

     

    (g) any
      loss
      or damage occasioned by any error of judgment or oversight on the part of the
      Indemnitee; or

     

    (h) any
      other
      loss, damage or misfortune whatever.

     

    4.  Limitation
      of Indemnity and Exclusion from Liability.
      The
      indemnity provided for in sections 1 and 2 hereof is subject to the Delaware
      Revised Statutes, and will be effective unless proved that:

     

    (a) his
      failure to act constituted a breach of his fiduciary duties as member of the
      Board of Directors, and

     

    (b) his
      breach of those duties involved intentional misconduct, fraud or a knowing
      violation of law.

     

    5.  Court
      Applications.
      The
      Indemnitor represents and warrants that it will in a timely manner take all
      necessary steps, including without limitation any and all necessary court
      applications, to discharge its obligations under this Agreement.

     

    6.  Extensions,
      Modifications.
      Except
      as otherwise provided herein, this Agreement is absolute and unconditional
      and
      the obligations of the Indemnitor shall not be affected, discharged, impaired,
      mitigated or released by any extension of time, indulgence or modification
      which
      the Indemnitee may extend or make with any person making any Claim or demand
      against the Indemnitee in connection with his duty as a member of the Board
      of
      Directors of the Indemnitor or in respect of any liability incurred by him
      as a
      member of the Board of Directors of the Indemnitor.

     

    7.  Other
      Rights and Remedies.
      The
      indemnification provided by this Agreement shall not be deemed to derogate
      from
      or exclude any other rights to which the Indemnitee may be entitled under any
      provision of any statute or otherwise at law.

     

    
      
         

      

      
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    8.  Insolvency.
      The
      liability of the Indemnitor under this Agreement shall not be affected,
      discharged, impaired, mitigated or released by reason of the discharge or
      release of the Indemnitee in any bankruptcy, insolvency, receivership or other
      proceedings of creditors.

     

    9.  Multiple
      Proceedings.
      No
      action or proceeding brought or instituted under this Agreement and no recovery
      pursuant thereto shall be a bar or defence to any further action or proceeding
      which may be brought under this Agreement.

     

    10.  Modification.
      No
      modification of this Agreement shall be valid unless the same shall be in
      writing and signed by the Indemnitor and the Indemnitee, provided however that
      if the Indemnitee is requested to or agrees to act as a member of the Board
      of
      Directors of any subsidiary of the Indemnitor, the indemnity provided for herein
      shall automatically be deemed to apply to the Indemnitee acting as such, mutatis
      mutandis. It is hereby clarified that on the date hereof Indemnitee serves
      as a
      member of the Board of Directors of the Subsidiary and that the indemnity
      provided for herein applies to the Indemnitee acting in such position from
      and
      after the date hereof, mutatis mutandis.

     

    11.  Procedure
      For Claims.

     

    (1) In
      the
      event the Indemnitee is named as a party in any action, claim, suit, proceeding
      or investigation upon which the Indemnitee intends to base a claim for
      indemnification hereunder, the Indemnitee shall give the Indemnitor prompt
      written notice of such action, claim, suit, proceeding or investigation
      (provided, however, that failure of the Indemnitee to provide such notice shall
      not relieve the Indemnitor of any liability to the Indemnitee the Indemnitor
      may
      have under this Agreement except to the extent that the Indemnitor is materially
      prejudiced by such failure).

     

    (2) The
      Indemnitor shall participate in and assume the defence of any such action,
      including for certainty any derivative action, claim, suit, proceeding or
      investigation all at the Indemnitor's expense, provided, however, that counsel
      retained by the Indemnitor shall be satisfactory to the Indemnitee in the
      exercise of his reasonable judgement. Notwithstanding the Indemnitor's
      assumption of the defense of such action, claim, suit, proceeding or
      investigation, the Indemnitee shall have the right to employ separate counsel
      and to participate in, but not control, the defense of such action, claim,
      suit,
      proceeding or investigation, and the Indemnitor shall bear the reasonable fees,
      costs and expenses of such separate counsel as such fees, costs and expenses
      are
      incurred (provided that with respect to any single action, claim, suit,
      proceeding or investigation, the Indemnitor shall not be required to bear the
      fees, costs and expenses of more than one such counsel in any single
      jurisdiction) if (a) the use of counsel chosen by the Indemnitor to represent
      the Indemnitee would present such counsel with a conflict of interest; (b)
      the
      defendants, respondents or other parties in any such action, claim, suit,
      proceeding or investigation include both the Indemnitee on the one hand and
      the
      Indemnitor on the other hand, and the Indemnitee has reasonably concluded that
      representation of both parties by the same counsel would be inappropriate due
      to
      actual or potential differing interests between them (in which case the
      Indemnitor shall not have the right to direct the defense of such action, claim,
      suit, proceeding or investigation on behalf of the Indemnitee); (c) the
      Indemnitor shall not have employed counsel satisfactory to the Indemnitee in
      the
      exercise of the Indemnitee's reasonable judgment to represent him, within a
      reasonable time after notice of the institution of such action, proceeding
      or
      investigation; or (d) the Indemnitor authorizes the Indemnitee to employ
      separate counsel at the Indemnitor's expense.

     

    
      
         

      

      
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    (3) The
      Indemnitee shall cooperate with the Indemnitor in the Indemnitor's defense
      by
      providing such information and other assistance which the Indemnitor may
      reasonably request in connection with such defense.

     

    (4) The
      Indemnitor shall not, without the Indemnitee's prior written consent, settle,
      compromise, consent to the entry of any judgment in or otherwise seek to
      terminate any action, claim, suit or proceeding in respect of which
      indemnification may be sought hereunder (whether or not the Indemnitee is a
      party thereto) unless such settlement, compromise, consent or termination
      includes a release of the Indemnitee from any liabilities arising out of such
      action, claim, suit or proceeding. The Indemnitee shall not, without the
      Indemnitor's prior written consent, admit liability, settle, compromise, consent
      to the entry of any judgment in or otherwise seek to terminate any action,
      claim, suit, investigation or proceeding referred to in the preceding paragraph
      and the Indemnitee shall not disclose the existence of this Agreement unless
      required by law, subpoena, court order or upon the advice of
      counsel.

     

    12.  Resignation.
      Nothing
      in this Agreement shall prevent the Indemnitee from resigning from the Board
      of
      Directors of the Indemnitor or from exercising any rights he may have to
      terminate any agreement he may have with the Indemnitor.

     

    13.  Termination.
      The
      obligations of the Indemnitor shall not terminate or be released upon the
      Indemnitee ceasing to act as a member of the Board of Directors of the
      Indemnitor at any time or times and such obligations shall survive the
      termination or resignation of the Indemnitee. The Indemnitor's obligations
      may
      be terminated or released only by a written instrument executed by the
      Indemnitee.

     

    14.  Tax
      Gross Up.
      The
      amount of any indemnity payable to the Indemnitee will be computed in accordance
      with the following formula:

     

          
      (B - D)

    A
      = --------

          
      (1
      -
      C)

     

    where:

     

    A
      = the
      amount of indemnity payable by the Indemnitor to the Indemnitee pursuant to
      this
      Agreement,

     

    B
      = the
      amount of indemnity that would otherwise be payable by the Indemnitor to the
      Indemnitee pursuant to this Agreement on the assumption that such amount is
      computed without reference to any increased liability of the Indemnitee under
      applicable income, payroll, value added or any other tax laws arising in
      consequence of such payment,

     

    
      
         

      

      
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    C
      = the
      aggregate of the highest effective rates of all taxes (including all surtaxes)
      under such tax laws applicable to the Indemnitee in respect of such payment,
      after giving effect to any applicable bilateral tax convention or treaty,
      and

     

    D
      = any
      such
      tax required by law to be paid by or for the account of the Indemnitee on or
      with respect to the Grossed Up Amount, and which is deducted by the Indemnitor
      from that amount and remitted to a lawful taxing authority for the account
      of
      the Indemnitee.

     

    For
      the
      purposes of this section, "Grossed Up Amount" means (B) divided by (1 -
      C).

     

    15.  Advances.
      In any
      case in which the Indemnitee incurs or becomes liable to pay any amount in
      respect of which he is entitled to be indemnified by the Indemnitor pursuant
      to
      the provisions of this Agreement, the Indemnitor shall advance such amount
      to
      the Indemnitee by way of loan forthwith upon written demand thereof by the
      Indemnitee to the Indemnitor. Such notice shall be accompanied by a written
      undertaking by the Indemnitee to repay the full amount of any funds so advanced
      forthwith upon it being determined by the court on application for such
      approval, that the Indemnitee is not entitled to indemnification in respect
      thereof. In that event any amount so advanced shall be repaid forthwith
      following such determination and shall bear interest at 2% above the prime
      rate
      charged by the Indemnitor's bankers to its preferred commercial customers from
      time to time during the period from the date of advance to the date of
      repayment.

     

    16.  Notices.
      Any
      notice to be given by one party to the other shall be sufficient if delivered
      by
      hand, deposited in any Post Office in Israel, registered, postage prepaid,
      or
      sent by means of electronic transmission (in which case any message so
      transmitted shall be immediately confirmed in writing and mailed as provided
      above), addressed, as the case may be:

     

    (a) To
      the
      Indemnitor:

     

    GammaCan
      International,
      Inc.

    11
      Ben
      Gurion Street, Givat Shmuel 54101, Israel

    Facsimile:
      972-3-5324038

     

    Attention:
      Ms.
      Vered
      Caplan, Acting CEO

     

    (b) To
      the
      Indemnitee, at latest adddress known to the Indemnitor;

     

    or
      at
      such other address of which notice is given by the parties pursuant to the
      provisions of this section. Such notice shall be deemed to have been received
      when delivered, if delivered, and if mailed, on the fifth business day
      (exclusive of Saturdays, Sundays and statutory holidays) after the date of
      mailing. Any notice sent by means of electronic transmission shall be deemed
      to
      have been given and received on the day it is transmitted, provided that if
      such
      day is not a business day then the notice shall be deemed to have been given
      and
      received on the next business day following. In case of an interruption of
      the
      postal service, all notices or other communications shall be delivered or sent
      by means of electronic transmission as provided above, except that it shall
      not
      be necessary to confirm in writing and mail any notice electronically
      transmitted.

     

    
      
         

      

      
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    17.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the State of
      Delaware and all disputes arising under this Agreement shall be referred to
      and
      the parties hereto irrevocably attorn to the jurisdiction of the courts of
      the
      State of Delaware.

     

    18.  Other
      Acts.
      The
      Indemnitor and the Indemnitee agree that they shall do all such further acts,
      deeds or things and execute and deliver all such further documents, instruments
      or certificates as may be necessary or advisable for the purpose of assuring
      and
      confirming unto the Indemnitee the rights hereby created or intended, and of
      giving effect to and carrying out the intention or facilitating the performance
      of the terms of this Agreement.

     

    19.  Interpretation.
      Wherever the singular or masculine are used throughout this Agreement, the
      same
      shall be construed as meaning the plural or the feminine or body politic or
      corporate and whenever the plural is used throughout this Agreement the same
      shall be construed as meaning the singular, where the context or the parties
      hereto so require, and the liabilities and obligations of the Indemnitor
      hereunder shall be joint as well as several.

     

    20.  Invalid
      Terms Severable.
      If any
      term, clause or provision of this Agreement shall be held invalid or contrary
      to
      law, the validity of any other term, clause or provision shall not be affected
      and such invalid term, clause or provision shall be considered
      severable.

     

    21.  Entire
      Agreement.
      This
      Agreement shall supersede and replace any and all prior agreements between
      the
      parties hereto respecting the matters set forth herein, and shall constitute
      the
      entire agreement between the parties in respect of the matters set forth herein.
      There are no representations, warranties, collateral agreements, or conditions
      expect as set forth herein.

     

    22.  Binding
      Effect.
      All of
      the agreements, conditions and terms of this Agreement shall extend to and
      be
      binding upon the Indemnitor and their heirs, executors, administrators and
      other
      legal representatives, successors and assigns and shall enure to the benefit
      of
      and may be enforced by the Indemnitee and his heirs, executors, administrators
      and other legal representatives, successors and assigns.

     

    23.  Independent
      Legal Advice.
      The
      Indemnitor acknowledges that it has been advised by the Indemnitee to obtain
      independent legal advice with respect to entering into this Agreement, that
      they
      have obtained such independent legal advice or have expressly waived such
      advice, and that they are entering into this Agreement with full knowledge
      of
      the contents hereof, of their own free will and with full capacity and authority
      to do so.

     

    24.  Power
      and Authority of Indemnitor.
      The
      Indemnitor represents and warrants to the Indemnitee that this Agreement when
      duly and validly executed and delivered by the Indemnitor will constitute a
      legal, valid and binding obligation of the Indemnitor enforceable against the
      Indemnitor in accordance with the terms hereof and that the Indemnitor, if
      a
      corporation, is duly incorporated and organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation, has the necessary
      corporate power, capacity and authority to enter into this Agreement and perform
      its obligations hereunder and that the execution and delivery of this Agreement
      by the Indemnitor has been duly and properly authorized by all necessary
      corporate action and that.

     

    
      
         

      

      
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    25.  Counterparts.
      This
      Agreement may be signed in counterparts, in writing or by electronic facsimile
      transmission or by other means of electronic communication capable of producing
      a printed copy, each of which will be deemed to be an original and all such
      counterparts together will constitute one and the same instrument and
      notwithstanding the date of execution, will be deemed to be effective as of
      the
      date set forth above.

     

    IN
      WITNESS WHEREOF the Indemnitor and the Indemnitee have hereunto set their hands
      and seals as of the day and year first above written.

     

    By
      the
      Indemnitor:

     

    GammaCan
      International, INC.

     

    Per:
      _____________________________

     

    Authorized
      Signatory

    


    
      	
              SIGNED,
                SEALED and DELIVERED by

              JOSEF
                NEUHAUS in the presence of:

               

              ___________________________________

              Name

              ___________________________________

              Address

              ___________________________________

              Occupation

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

              __________________________________

              JOSEF
                NEUHAUS

            


    

     

    


    
      
         

      

      
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