**Exhibit
      10.19**


**INDEMNIFICATION
      AGREEMENT**





This
      Indemnification Agreement, dated as of May 10, 2007, is made by and between
      Alternative Energy Sources, Inc., a Delaware corporation (the “ Corporation ”)
      and
      Mike Espy (the “ Indemnitee ”).




RECITALS




A.  The
      Corporation recognizes that competent and experienced persons are increasingly
      reluctant to serve or to continue to serve as directors or officers of
      corporations unless they are protected by comprehensive liability insurance
      or
      indemnification, or both, 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 and officers;




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 and officers with adequate, reliable knowledge of legal
      risks to which they are exposed or information regarding the proper course
      of
      action to take;




C.  The
      Corporation and Indemnitee recognize that 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 and officers;




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




E.  The
      Corporation, after reasonable investigation, has determined that the liability
      insurance coverage presently available to the Corporation may be inadequate
      in
      certain circumstances to cover all possible exposure for which Indemnitee should
      be protected. The Corporation believes that the interests of the Corporation
      and
      its stockholders would best be served by a combination of such insurance and
      the
      indemnification by the Corporation of the directors and officers of the
      Corporation;




F.  The
      Corporation’s Bylaws require the Corporation to indemnify its directors and
      officers to the fullest extent permitted by the Delaware General Corporation
      Law
      (the “ DGCL ”);




G.  Section
      145 of the DGCL (“ Section 145 ”),
      under
      which the Corporation is organized, empowers the Corporation to indemnify its
      officers, directors, employees and agents by agreement and to indemnify persons
      who serve, at the request of the Corporation, 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
      Board
      of Directors has determined that contractual indemnification as set forth herein
      is not only reasonable and prudent but also promotes the best interests of
      the
      Corporation and its stockholders;




I.  The
      Corporation desires and has requested Indemnitee to serve or continue to serve
      as a director or officer of the Corporation and/or one or more subsidiaries
      or
      affiliates of the Corporation free from undue concern for unwarranted claims
      for
      damages arising out of or related to such services to the Corporation and/or
      one
      or more subsidiaries or affiliates of the Corporation; and




J.  Indemnitee
      is willing to serve, continue to serve or to provide additional service for
      or
      on behalf of the Corporation on the condition that he or she is furnished the
      indemnity provided for herein.




AGREEMENT




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      below, and other good and valuable consideration, the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:




Section
      1. Generally .
      To the
      fullest extent permitted by the laws of the State of Delaware:





(a)  The
      Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is
      threatened to be made a party to any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or investigative,
      by
      reason of the fact that Indemnitee is or was or has agreed to serve at the
      request of the Corporation as a director, officer, employee or agent of the
      Corporation, or while serving as a director or officer of the Corporation,
      is or
      was serving or has agreed to serve at the request of the Corporation as a
      director, officer, employee or agent (which, for purposes hereof, shall include
      a trustee, partner or manager or similar capacity) of another corporation,
      partnership, joint venture, trust, employee benefit plan or other enterprise,
      or
      by reason of any action alleged to have been taken or omitted in such
      capacity.




(b)  The
      indemnification provided by this Section 1 shall be from and against expenses
      (including attorneys’ fees), judgments, fines and amounts paid in settlement
      actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
      connection with such action, suit or proceeding and any appeal therefrom, but
      shall only be provided if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in or not opposed to the best interests
      of
      the Corporation, and, with respect to any criminal action, suit or proceeding,
      had no reasonable cause to believe Indemnitee’s conduct was
      unlawful.


2


(c)  Notwithstanding
      the foregoing provisions of this Section 1, in the case of any threatened,
      pending or completed action or suit by or in the right of the Corporation to
      procure a judgment in its favor by reason of the fact that Indemnitee is or
      was
      a director, officer, employee or agent of the Corporation, or while serving
      as a
      director or officer of the Corporation, is or was serving or has agreed to
      serve
      at the request of the Corporation as a director, officer, employee or agent
      of
      another corporation, partnership, joint venture, trust, employee benefit plan
      or
      other enterprise, no indemnification shall be made in respect of any claim,
      issue or matter as to which Indemnitee shall have been adjudged to be liable
      to
      the Corporation unless, and only to the extent that, the Delaware Court of
      Chancery or the court in which such action or suit was brought shall determine
      upon application that, despite the adjudication of liability but in view of
      all
      the circumstances of the case, Indemnitee is fairly and reasonably entitled
      to
      indemnity for such expenses which the Delaware Court of Chancery or such other
      court shall deem proper.




(d)  The
      termination of any action, suit or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, shall not,
      of
      itself, create a presumption that Indemnitee did not act in good faith and
      in a
      manner which Indemnitee reasonably believed to be in or not opposed to the
      best
      interests of the Corporation, and, with respect to any criminal action or
      proceeding, had reasonable cause to believe that Indemnitee’s conduct was
      unlawful.




Section
      2. Successful
      Defense; Partial Indemnification .
      To the
      extent that Indemnitee has been successful on the merits or otherwise in defense
      of any action, suit or proceeding referred to in Section 1 hereof or in defense
      of any claim, issue or matter therein, Indemnitee shall be indemnified against
      expenses (including attorneys’ fees) actually and reasonably incurred in
      connection therewith. For purposes of this Agreement and w ithout
      limiting the foregoing, if any action, suit or proceeding is disposed of, on
      the
      merits or otherwise (including a disposition without prejudice), without (i)
      the
      disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee
      was liable to the Corporation, (iii) a plea of guilty or nolo contendere by
      Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith
      and
      in a manner Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Corporation, and (v) with respect to any criminal proceeding,
      an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s
      conduct was unlawful, Indemnitee shall be considered for the purposes hereof
      to
      have been wholly successful with respect thereto.




If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Corporation for some or a portion of the expenses (including attorneys’
fees), judgments, fines or amounts paid in settlement actually and reasonably
      incurred by Indemnitee or on Indemnitee’s behalf in connection with any action,
      suit, proceeding or investigation, or in defense of any claim, issue or matter
      therein, and any appeal therefrom but not, however, for the total amount
      thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion
      of such expenses (including attorneys’ fees), judgments, fines or amounts paid
      in settlement to which Indemnitee is entitled.




Section
      3. Determination
      That Indemnification Is Proper .
      Any
      indemnification hereunder shall (unless otherwise ordered by a court) be made
      by
      the Corporation unless a determination is made that indemnification of such
      person is not proper in the circumstances because he or she has not met the
      applicable standard of conduct set forth in Section 1(b) hereof. Any such
      determination shall be made (i) by a majority vote of the directors who are
      not
      parties to the action, suit or proceeding in question (“disinterested
      directors”), even if less than a quorum, (ii) by a
      majority vote of a committee of disinterested directors designated by majority
      vote of disinterested directors, even if less than a quorum, (iii) by a majority
      vote of a quorum of the outstanding shares of stock of all classes entitled
      to
      vote on the matter, voting as a single class, which quorum shall consist of
      stockholders who are not at that time parties to the action, suit or proceeding
      in question, (iv) by independent legal counsel, or (v) by a court of competent
      jurisdiction.


3


Section
      4. Advance
      Payment of Expenses; Notification and Defense of Claim .




(a)  Expenses
      (including attorneys’ fees) incurred by Indemnitee in defending a threatened or
      pending civil, criminal, administrative or investigative action, suit or
      proceeding, or in connection with an enforcement action pursuant to
      Section 5(b), shall be paid by the Corporation in advance of the final
      disposition of such action, suit or proceeding within thirty (30) days after
      receipt by the Corporation of (i) a statement or statements from Indemnitee
      requesting such advance or advances from time to time, and (ii) an undertaking
      by or on behalf of Indemnitee to repay such amount or amounts, only if, and
      to
      the extent that, it shall ultimately be determined that Indemnitee is not
      entitled to be indemnified by the Corporation as authorized by this Agreement
      or
      otherwise. Such undertaking shall be accepted without reference to the financial
      ability of Indemnitee to make such repayment. Advances shall be unsecured and
      interest-free.




(b)  Promptly
      after receipt by Indemnitee of notice of the commencement of any action, suit
      or
      proceeding, Indemnitee shall, if a claim thereof is to be made against the
      Corporation hereunder, notify the Corporation of the commencement thereof.
      The
      failure to promptly notify the Corporation of the commencement of the action,
      suit or proceeding, or Indemnitee’s request for indemnification, will not
      relieve the Corporation from any liability that it may have to Indemnitee
      hereunder, except to the extent the Corporation is prejudiced in its defense
      of
      such action, suit or proceeding as a result of such failure.




(c)  In
      the
      event the Corporation shall be obligated to pay the expenses of Indemnitee
      with
      respect to an action, suit or proceeding, as provided in this Agreement, the
      Corporation, if appropriate, shall be entitled to assume the defense of such
      action, suit or proceeding, with counsel reasonably acceptable to Indemnitee,
      upon the delivery to Indemnitee of written notice of its election to do so.
      After delivery of such notice, approval of such counsel by Indemnitee and the
      retention of such counsel by the Corporation, the Corporation will not be liable
      to Indemnitee under this Agreement for any fees of counsel subsequently incurred
      by Indemnitee with respect to the same action, suit or proceeding, provided
      that
      (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such
      action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment
      of counsel by Indemnitee has been previously authorized in writing by the
      Corporation, (ii) counsel to the Corporation shall have reasonably concluded
      that there may be a conflict of interest or position, or reasonably believes
      that a conflict is likely to arise, on any significant issue between the
      Corporation and Indemnitee in the conduct of any such defense or (iii) the
      Corporation shall not, in fact, have employed counsel to assume the defense
      of
      such action, suit or proceeding, then the fees and expenses of Indemnitee’s
      counsel shall be at the expense of the Corporation, except as otherwise
      expressly provided by this Agreement. The Corporation shall not be entitled,
      without the consent of Indemnitee, to assume the defense of any claim brought
      by
      or in the right of the Corporation or as to which counsel for the Corporation
      shall have reasonably made the conclusion provided for in clause (ii)
      above.


4


(d)  Notwithstanding
      any other provision of this Agreement to the contrary, to the extent that
      Indemnitee is, by reason of Indemnitee’s corporate status with respect to the
      Corporation or any corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise which Indemnitee is or was serving or has
      agreed to serve at the request of the Corporation, a witness or otherwise
      participates in any action, suit or proceeding at a time when Indemnitee is
      not
      a party in the action, suit or proceeding, the Corporation shall indemnify
      Indemnitee against all expenses (including attorneys’ fees) actually and
      reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
      therewith.




Section
      5. Procedure
      for Indemnification




(a)  To
      obtain
      indemnification, Indemnitee shall promptly submit to the Corporation a written
      request, including 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
      Corporation shall, promptly upon receipt of such a request for indemnification,
      advise the Board of Directors in writing that Indemnitee has requested
      indemnification.




(b)  The
      Corporation’s determination whether to grant Indemnitee’s indemnification
      request shall be made promptly, and in any event within 60 days following
      receipt of a request for indemnification pursuant to Section 5(a). The right
      to
      indemnification as granted by Section 1 of this Agreement shall be enforceable
      by Indemnitee in any court of competent jurisdiction if the Corporation denies
      such request, in whole or in part, or fails to respond within such 60-day
      period. It shall be a defense to any such action (other than an action brought
      to enforce a claim for the advance of costs, charges and expenses under Section
      4 hereof where the required undertaking, if any, has been received by the
      Corporation) that Indemnitee has not met the standard of conduct set forth
      in
      Section 1 hereof, but the burden of proving such defense by clear and convincing
      evidence shall be on the Corporation. Neither the failure of the Corporation
      (including its Board of Directors or one of its committees, its independent
      legal counsel, and its stockholders) to have made a determination prior to
      the
      commencement of such action that indemnification of Indemnitee is proper in
      the
      circumstances because Indemnitee has met the applicable standard of conduct
      set
      forth in Section 1 hereof, nor the fact that there has been an actual
      determination by the Corporation (including its Board of Directors or one of
      its
      committees, its independent legal counsel, and its stockholders) that Indemnitee
      has not met such applicable standard of conduct, shall be a defense to the
      action or create a presumption that Indemnitee has or has not met the applicable
      standard of conduct. The Indemnitee’s expenses (including attorneys’ fees)
      incurred in connection with successfully establishing Indemnitee’s right to
      indemnification, in whole or in part, in any such proceeding or otherwise shall
      also be indemnified by the Corporation.




(c)  The
      Indemnitee shall be presumed to be entitled to indemnification under this
      Agreement upon submission of a request for indemnification pursuant to this
      Section 5, and the Corporation shall have the burden of proof in overcoming
      that
      presumption in reaching a determination contrary to that presumption. Such
      presumption shall be used as a basis for a determination of entitlement to
      indemnification unless the Corporation overcomes such presumption by clear
      and
      convincing evidence.


5


Section
      6. Insurance
      and Subrogation .




(a)  The
      Corporation may purchase and maintain insurance on behalf of Indemnitee who
      is
      or was or has agreed to serve at the request of the Corporation as a director
      or
      officer of the Corporation, or is or was serving at the request of the
      Corporation as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust, employee benefit plan or other enterprise
      against any liability asserted against, and incurred by, Indemnitee or on
      Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status
      as such, whether or not the Corporation would have the power to indemnify
      Indemnitee against such liability under the provisions of this Agreement. If
      the
      Corporation has such insurance in effect at the time the Corporation receives
      from Indemnitee any notice of the commencement of a proceeding, the Corporation
      shall give prompt notice of the commencement of such proceeding to the insurers
      in accordance with the procedures set forth in the policy. The Corporation
      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 policy.




(b)  In
      the
      event of any payment by the Corporation under this Agreement, the Corporation
      shall be subrogated to the extent of such payment to all of the rights of
      recovery of Indemnitee with respect to any insurance policy, who shall execute
      all papers required and take all action necessary to secure such rights,
      including execution of such documents as are necessary to enable the Corporation
      to bring suit to enforce such rights in accordance with the terms of such
      insurance policy. The Corporation shall pay or reimburse all expenses actually
      and reasonably incurred by Indemnitee in connection with such
      subrogation.




(c)  The
      Corporation shall not be liable under this Agreement to make any payment of
      amounts otherwise indemnifiable hereunder (including, but not limited to,
      judgments, fines, ERISA excise taxes or penalties, and amounts paid in
      settlement) if and to the extent that Indemnitee has otherwise actually received
      such payment under this Agreement or any insurance policy, contract, agreement
      or otherwise.




Section
      7. Certain
      Definitions .
      For
      purposes of this Agreement, the following definitions shall apply:




(a)  The
      term
“action, suit or proceeding” shall be broadly construed and shall include,
      without limitation, the investigation, preparation, prosecution, defense,
      settlement, arbitration and appeal of, and the giving of testimony in, any
      threatened, pending or completed claim, action, suit or proceeding, whether
      civil, criminal, administrative or investigative.




(b)  The
      term
“by reason of the fact that Indemnitee is or was a director, officer, employee
      or agent of the Corporation, or while serving as a director or officer of the
      Corporation, is or was serving or has agreed to serve at the request of the
      Corporation as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust, employee benefit plan or other enterprise”
shall be broadly construed and shall include, without limitation, any actual
      or
      alleged act or omission to act.


6


(c)  The
      term
“expenses” shall be broadly and reasonably construed and shall include, without
      limitation, all direct and indirect costs of any type or nature whatsoever
      (including, without limitation, all attorneys’ fees and related disbursements,
      appeal bonds, other out-of-pocket costs and reasonable compensation for time
      spent by Indemnitee for which Indemnitee is not otherwise compensated by the
      Corporation or any third party, provided that the rate of compensation and
      estimated time involved is approved by the Board, which approval shall not
      be
      unreasonably withheld), actually and reasonably incurred by Indemnitee in
      connection with either the investigation, defense or appeal of a proceeding
      or
      establishing or enforcing a right to indemnification under this Agreement,
      Section 145 of the General Corporation Law of the State of Delaware or
      otherwise.




(d)  The
      term
“judgments, fines and amounts paid in settlement” shall be broadly construed and
      shall include, without limitation, all direct and indirect payments of any
      type
      or nature whatsoever including, without limitation, all penalties and amounts
      required to be forfeited or reimbursed to the Corporation, as well as any
      penalties or excise taxes assessed on a person with respect to an employee
      benefit plan).




(e)  The
      term
“Corporation” shall include, without limitation and 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, and employees or agents, so that any person who is or
      was a
      director, officer, employee or agent of such constituent corporation, or is
      or
      was serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise, shall stand in the same
      position under the provisions of this Agreement with respect to the resulting
      or
      surviving corporation as he or she would have with respect to such constituent
      corporation if its separate existence had continued.




(f)  The
      term
“other enterprises” shall include, without limitation, employee benefit
      plans.




(g)  The
      term
“serving at the request of the Corporation” shall include, without limitation,
      any service as a director, officer, employee or agent of the Corporation which
      imposes duties on, or involves services by, such director, officer, employee
      or
      agent with respect to an employee benefit plan, its participants or
      beneficiaries.




(h)  A
      person
      who acted in good faith and in a manner such person reasonably believed to
      be in
      the interest of the participants and beneficiaries of an employee benefit plan
      shall be deemed to have acted in a manner “not opposed to the best interests of
      the Corporation” as referred to in this Agreement.




Section
      8. Limitation
      on Indemnification .
      Notwithstanding any other provision herein to the contrary, the Corporation
      shall not be obligated pursuant to this Agreement:


7


(a)  Claims
      Initiated by Indemnitee .
      To
      indemnify or advance expenses to Indemnitee with respect to an action, suit
      or
      proceeding (or part thereof) initiated by Indemnitee, except with respect to
      an
      action, suit or proceeding brought to establish or enforce a right to
      indemnification (which shall be governed by the provisions of Section 8(b)
      of
      this Agreement), unless such action, suit or proceeding (or part thereof) was
      authorized or consented to by the Board of Directors of the
      Corporation.




(b)  Action
      for Indemnification .
      To
      indemnify Indemnitee for any expenses incurred by Indemnitee with respect to
      any
      action, suit or proceeding instituted by Indemnitee to enforce or interpret
      this
      Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to
      indemnification in such action, suit or proceeding, in whole or in part, or
      unless and to the extent that the court in such action, suit or proceeding
      shall
      determine that, despite Indemnitee’s failure to establish their right to
      indemnification, Indemnitee is entitled to indemnity for such expenses;
      provided, however, that nothing in this Section 8(b) is intended to limit the
      Corporation’s obligation with respect to the advancement of expenses to
      Indemnitee in connection with any such action, suit or proceeding instituted
      by
      Indemnitee to enforce or interpret this Agreement, as provided in Section 4
      hereof.




(c)  Section
      16 Violations .
      To
      indemnify Indemnitee on account of any proceeding with respect to which final
      judgment is rendered against Indemnitee for payment or an accounting of profits
      arising from the purchase or 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.




(d)  Noncompete
      and Nondisclosure .
      To
      indemnify Indemnitee in connection with proceedings or claims involving the
      enforcement of noncompete and/or nondisclosure agreements or the noncompete
      and/or nondisclosure provisions of employment, consulting or similar agreements
      the Indemnitee may be a party to with the Corporation, or any subsidiary of
      the
      Corporation or any other applicable foreign or domestic corporation,
      partnership, joint venture, trust or other enterprise, if any.




Section
      9. Certain
      Settlement Provisions .
      The
      Corporation shall have no obligation to indemnify Indemnitee under this
      Agreement for amounts paid in settlement of any action, suit or proceeding
      without the Corporation’s prior written consent, which shall not be unreasonably
      withheld. The Corporation shall not settle any action, suit or proceeding in
      any
      manner that would impose any fine or other obligation on Indemnitee without
      Indemnitee’s prior written consent, which shall not be unreasonably
      withheld.




Section
      10. Savings
      Clause .
      If any
      provision or provisions of this Agreement shall be invalidated on any ground
      by
      any court of competent jurisdiction, then the Corporation shall nevertheless
      indemnify Indemnitee as to costs, charges and expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement with respect to any
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative, including an action by or in the right of the Corporation, to
      the
      full extent permitted by any applicable portion of this Agreement that shall
      not
      have been invalidated and to the full extent permitted by applicable law.


8


Section
      11. Contribution .
      In
      order to provide for just and equitable contribution in circumstances in which
      the indemnification provided for herein is held by a court of competent
      jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed
      that, in such event, the Corporation shall, to the fullest extent permitted
      by
      law, contribute to the payment of Indemnitee’s costs, charges and expenses
      (including attorneys’ fees), judgments, fines and amounts paid in settlement
      with respect to any action, suit or proceeding, whether civil, criminal,
      administrative or investigative, in an amount that is just and equitable in
      the
      circumstances, taking into account, among other things, contributions by other
      directors and officers of the Corporation or others pursuant to indemnification
      agreements or otherwise; provided, that, without limiting the generality of
      the
      foregoing, such contribution shall not be required where such holding by the
      court is due to (i) the failure of Indemnitee to meet the standard of conduct
      set forth in Section 1 hereof, or (ii) any limitation on indemnification set
      forth in Section 6(c), 8 or 9 hereof.




Section
      12. Form
      and Delivery of Communications .
      Any
      notice, request or other communication required or permitted to be given to
      the
      parties under this Agreement shall be in writing and either delivered in person
      or sent by telecopy, telex, telegram, overnight mail or courier service, or
      certified or registered mail, return receipt requested, postage prepaid, to
      the
      parties at the following addresses (or at such other addresses for a party
      as
      shall be specified by like notice):




If
      to the
      Corporation:





Alternative
      Energy Sources, Inc.


1911
      Central


Kansas
      City, Missouri 64108


Attn:  John
      J.
      Holland


Facsimile:
      (816) 842-3836





If
      to
      Indemnitee:





Mike
      Espy


124
      Cherry Laurel Circle


Ridgeland,
      MS 39157





Section
      13. Subsequent
      Legislation .
      If the
      General Corporation Law of Delaware is amended after adoption of this Agreement
      to expand further the indemnification permitted to directors or officers, then
      the Corporation shall indemnify Indemnitee to the fullest extent permitted
      by
      the General Corporation Law of Delaware, as so amended.




Section
      14. Nonexclusivity .
      The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed exclusive of any other rights which Indemnitee
      may
      have under any provision of law, the Corporation’s Certificate of Incorporation
      or Bylaws, in any court in which a proceeding is brought, the vote of the
      Corporation’s stockholders or disinterested directors, other agreements or
      otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has
      ceased acting as an agent of the Corporation and shall inure to the benefit
      of
      the heirs, executors and administrators of Indemnitee. However, no amendment
      or
      alteration of the Corporation’s Certificate of Incorporation or Bylaws or any
      other agreement shall adversely affect the rights provided to Indemnitee under
      this Agreement.


9


Section
      15. Enforcement .
      The
      Corporation shall be precluded from asserting in any judicial proceeding that
      the procedures and presumptions of this Agreement are not valid, binding and
      enforceable. The Corporation agrees that its execution of this Agreement shall
      constitute a stipulation by which it shall be irrevocably bound in any court
      of
      competent jurisdiction in which a proceeding by Indemnitee for enforcement
      of
      his rights hereunder shall have been commenced, continued or appealed, that
      its
      obligations set forth in this Agreement are unique and special, and that failure
      of the Corporation to comply with the provisions of this Agreement will cause
      irreparable and irremediable injury to Indemnitee, for which a remedy at law
      will be inadequate. As a result, in addition to any other right or remedy
      Indemnitee may have at law or in equity with respect to breach of this
      Agreement, Indemnitee shall be entitled to injunctive or mandatory relief
      directing specific performance by the Corporation of its obligations under
      this
      Agreement.




Section
      16. Interpretation
      of Agreement .
      It is
      understood that the parties hereto intend this Agreement to be interpreted
      and
      enforced so as to provide indemnification to Indemnitee to the fullest extent
      now or hereafter permitted by law.




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




Section
      18. 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 provision hereof (whether or not similar) nor shall such waiver constitute
      a continuing waiver.




Section
      19. Successor
      and Assigns .
      All of
      the terms and provisions of this Agreement shall be binding upon, shall inure
      to
      the benefit of and shall be enforceable by the parties hereto and their
      respective successors, assigns, heirs, executors, administrators and legal
      representatives. The Corporation shall require and cause any direct or indirect
      successor (whether by purchase, merger, consolidation or otherwise) to all
      or
      substantially all of the business or assets of the Corporation, by written
      agreement in form and substance reasonably satisfactory to Indemnitee, expressly
      to assume and agree to perform this Agreement in the same manner and to the
      same
      extent that the Corporation would be required to perform if no such succession
      had taken place.




Section
      20. Service
      of Process and Venue .
      For
      purposes of any claims or proceedings to enforce this agreement, the Corporation
      consents to the jurisdiction and venue of any federal or state court of
      competent jurisdiction in the states of Delaware and Georgia, and waives and
      agrees not to raise any defense that any such court is an inconvenient forum
      or
      any similar claim.


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Section
      21. Supercedes
      Prior Agreement .
      This
      Agreement supercedes any prior indemnification agreement between Indemnitee
      and
      the Corporation or its predecessors.




Section
      22. 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. If a court of
      competent jurisdiction shall make a final determination that the provisions
      of
      the law of any state other than Delaware govern indemnification by the
      Corporation of its officers and directors, then the indemnification provided
      under this Agreement shall in all instances be enforceable to the fullest extent
      permitted under such law, notwithstanding any provision of this Agreement to
      the
      contrary.




Section
      23. Employment
      Rights .
      Nothing
      in this Agreement is intended to create in Indemnitee any right to employment
      or
      continued employment.




Section
      24. Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original and all of which together shall be deemed to be one
      and
      the same instrument, notwithstanding that both parties are not signatories
      to
      the original or same counterpart.




Section
      25. Headings .
      The
      section and subsection headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.


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IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
      effective as of the date first above written.





Alternative
                Energy Sources, Inc.ByName:
            Mark
                BeemerTitle:
            Chief
                Executive OfficerINDEMNITEE:ByName:


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