**Exhibit 10.12**
***FORM OF INDEMNIFICATION AGREEMENT***
     This Indemnification Agreement (the “Agreement”) is effective as of                     , betweenDuraswitch Industries, Inc., a Nevada Corporation (the “Company”), and                                                            , a director or officer of the Company (“Indemnitee”).
***RECITALS***
     A. The Company believes that it is essential for the Company to be able to attract and retainas employees, directors and officers the most capable persons available.
     B. Indemnitee is a director or officer of the Company.
     C. Both the Company and Indemnitee recognize the increased risk of litigation and claimsagainst directors, officers and employees of public companies in today’s environment.
     D. In recognition of Indemnitee’s need for substantial protection against personal liabilityin order to enhance Indemnitee’s service to the Company, the Company wishes to provide in thisAgreement for the indemnification of, and the advancing of expenses to, Indemnitee to the fullestextent permitted by law and to the extent insurance is maintained, for the continued coverage ofIndemnitee under the Company’s liability insurance policies.
     In consideration of Indemnitee agreeing to serve the Company as an employee, director orofficer, and intending to be legally bound hereby, and for other valuable consideration, theadequacy of which is hereby acknowledged, the parties agree as follows:
     1.Certain Definitions:
 (a)  Action: Any threatened, pending or completed action, suit orproceeding, or any inquiry or investigation, whether conducted by the Company or anyother party, that Indemnitee in good faith believes might lead to the institution ofany such action, suit or proceeding, whether civil, criminal, administrative,investigative or other.  (b)  Derivative Action: An Action by or in the right of the Company.  (c)  Expenses: Include reasonable attorneys’ fees, court costs, depositioncosts, court reporter fees, travel and all other costs, expenses and obligationsactually paid to another or incurred in connection with investigating the factsunderlying the Action, preparing to defend and defending the Action or preparing forand participating in the Action as a witness, or any of the foregoing expenses incurredon appeal, or any other reasonable expenses incurred by indemnitee in participating inany Indemnifiable Derivative Action.  (d)  Indemnifiable Action or Indemnifiable Derivative Action: Any Action orDerivative Action arising out of or relating, directly or indirectly, to the fact thatIndemnitee is or was a director or officer of the Company, or a subsidiary of theCompany, or is or was serving at the request of the Company as a director, officer,employee, trustee, agent or fiduciary of another corporation, partnership, jointventure, employee benefit plan, trust or other enterprise, or by reason of anythingdone or not done by Indemnitee in any such capacity.  (e)  Voting Securities: Any securities of the Company which vote generallyin the election of directors.
     2. No Pending Actions: Indemnitee represents to Company that to Indemnitee’s actualknowledge, (i) there is no Indemnifiable Action or Indemnifiable Derivative Action involvingIndemnitee as of the date of this Agreement and (ii) no facts exist that may form the basis forsuch Action involving Indemnitee.
     3. Indemnification For Actions Other Than Derivative Actions. If Indemnitee was, is,or becomes a party to or a witness or other participant in, or is threatened to be made a party toor witness or other participant in, an Indemnifiable Action other than an Indemnifiable DerivativeAction, the Company shall, subject to the provisions of this Agreement, indemnify Indemnitee to thefullest extent permitted by law against any and all Expenses, judgments, fines, penalties, and
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amounts paid in settlement of such Action.
     4. Indemnification For Derivative Actions.
          (a) Basic Indemnification. If Indemnitee was, is, or becomes a party to or a witnessor other participant in, or is threatened to be made a party to or witness or other participant inan Indemnifiable Derivative Action, the Company shall, subject to the provisions of this Agreement,indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses, but notjudgments, fines, or, except as set forth below, amounts paid in settlement of such IndemnifiableDerivative Action.
          (b) Adjudication of Liability in Derivative Actions. Notwithstanding Paragraph 4(a),no indemnification shall be made in respect of any claim, issue, or matter as to which Indemniteeshall have been adjudged (by final judicial determination from which there is no further right toappeal) to be liable to the Company unless and only to the extent that the court in which suchDerivative Action was brought shall determine upon application by Indemnitee that despite theadjudication of liability and in view of all circumstances of the case, such person is fairly andreasonably entitled to indemnification which such court shall deem proper.
          (c) Settlement of Derivative Actions. Notwithstanding Paragraph 4(a), the court inwhich such Derivative Action was brought may determine upon application of Indemnitee that, in viewof all circumstances of the case, indemnity for amounts paid in settlement is proper and may orderindemnity for the amounts so paid in settlement and for the Expenses actually and reasonably paidin connection with such application, to the extent the court deems proper.
     5. Limits on Indemnification. Except as stated in Paragraph 6, there shall be noindemnification pursuant to this Indemnification Agreement:
          (a) to the extent that payment for the same claims or amounts are actually made to theIndemnitee under a valid and collectible insurance policy; provided, however, that if it shouldsubsequently be determined that the Indemnitee is not legally entitled to retain any such payment,the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;
          (b) to the extent that the Indemnitiee is indemnified or receives a recovery for the sameclaims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however,that if it should subsequently be determined that the Indemnitee is not legally entitled to retainany such recovery, the restriction on Indemnification pursuant to this subparagraph (b) shall nolonger apply;
          (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, asamended, and rules promulgated thereunder;
          (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and any rules promulgated thereunder, or similar state law, to theextent that such violation is based on (i) the purchase or sale of a security by Indemnitee or aperson affiliated with Indemnitee while Indemnitee is in possession of material nonpublicinformation about the Company, or (ii) the communication of material nonpublic information aboutthe Company in connection with any transaction on or through the facilities of a nationalsecurities exchange or from or through a broker or dealer, other than as part of a securitiesoffering by the Company;
          (e) to the extent that the Indemnitee’s conduct was (i) not in good faith, or (ii) not in thebest interests of the Company and Indemnitee did not reasonably believe Indemnitee’s conduct was inthe best interests of the Company, or (iii) committed, with respect to any criminal Action, eventhough Indemnitee had reasonable cause to believe his or her conduct was unlawful; or
          (f) if a final nonappealable decision by a court having jurisdiction in the matter shalldetermine that such indemnification is not lawful.
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     6. Partial and Mandatory Indemnity. If Indemnitee is entitled under any provision ofthis Agreement to indemnification by the Company of some or a portion of the Expenses, judgments,fines, penalties and amounts paid in settlement of an Action but not for the total amount, theCompany shall indemnify Indemnitee for the portion to which Indemnitee is entitled. To the extentthat Indemnitee has been successful on the merits or otherwise (including dismissal with or withoutprejudice) in defense of any Indemnifiable Action or Indemnifiable Derivative Action, or in defenseof any claim, issue or matter therein, he or she shall be indemnified against Expenses actually andreasonably incurred by him in connection therewith, except as stated in Paragraph 5.
     7. Notification of Indemnifiable Action or Indemnifiable Derivative Action.Indemnitee shall promptly notify the Company of any Indemnifiable Action or IndemnifiableDerivative Action promptly after receipt by Indemnitee of notice of the commencement of suchIndemnifiable Action or Indemnifiable Derivative Action. With respect thereto:
          (a) The Company will be entitled to participate therein at its own expense.
          (b) Except as otherwise provided below, the Company jointly with any other indemnifying partymay assume the defense thereof, with counsel reasonably satisfactory to Indemnitee to be chosen orapproved by the Company. After notice from the Company to Indemnitee of its election to so assumethe defense thereof, the Company will not be liable to Indemnitee for any legal or other expensessubsequently incurred by Indemnitee in connection with the defense thereof other than reasonablecosts of investigation or participation in any Action or Derivative Action (including travelexpenses) or as otherwise provided below. Indemnitee shall have the right to employ independentcounsel in such Action or Derivative Action; however, the fees and expenses of such counselincurred after notice from the Company of its assumption of the defense thereof shall be at theexpense of Indemnitee unless:
 (i)  the employment of independent counsel by Indemniteehas been authorized by the Company;  (ii)  counsel employed by the Company to represent theIndemnitee shall have reasonably concluded that there may be a conflictof interest in the conduct of the defense of such action that preventssuch counsel from representing Indemnitee; or  (iii)  the Company shall not in fact have employedcounsel to assume the defense of such Action or Derivative Action onbehalf of Indemnitee.
The fees and expenses of independent counsel of Indemnitee in subparagraphs 7(b)(i), (ii), and(iii) shall be borne by the Company.
          (c) If the Company has assumed the defense of the Indemnitee pursuant to subparagraph (b)above, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amountpaid in settlement of any Action or Derivative Action effected without its written consent, theCompany shall not settle any Action or Derivative Action in any manner which would impose anypenalty or limitation on Indemnitee without Indemnitee’s written consent, and neither the Companynor Indemnitee will unreasonably withhold their consent to any proposed settlement.
     8. Advance of Expenses: Failure to Pay Claim.
          (a) Written Request: If so requested by Indemnitee in writing, the Company shall(subject to the Expense Advance Rules hereinafter described) advance to Indemnitee (an “ExpenseAdvance”) any and all Expenses incurred in connection with the investigation and preparation of theIndemnitee’s participation in any Indemnifiable Action or Indemnifiable Derivative Action, whetheras a witness or a party, pursuant to this Agreement. The Company shall comply with theIndemnitee’s written request for an Expense Advance within 20 business days of receipt of suchwritten request together with the reimbursement commitment referred to in subparagraph (b) below.If the Company does not honor Indemnitee’s request for an Expense Advance, Indemnitee may bring anaction in any court of competent jurisdiction to enforce the right to an Expense Advance, and theCompany shall have the burden of proof in such action to demonstrate that
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the Expense Advance is not payable.
          (b) Reimbursement by Indemnitee. The obligation of the Company to make an ExpenseAdvance shall be subject to the condition that, if it is ultimately determined (by final judicialdetermination from which there is no further right to appeal) that there are matters to whichIndemnitee is not entitled to indemnity under this Agreement, the Company shall be entitled to bereimbursed by Indemnitee for all such amounts. Prior to obtaining the initial Expense Advance,Indemnitee must confirm such reimbursement obligation by delivery to Company of a signedundertaking in the form of Exhibit A or in such other form as Company may reasonably accept.
          (c) Expense Advance Rules. Expenses in all cases must be reasonable and comply withexisting or future billing procedures of the Company so that the Company can reasonably monitor andaudit such Expenses. With respect to attorneys’ fees, the Company will give reasonableconsideration to requests for specific counsel and to requests for the grouping of individuals forjoint defense purposes. Any attorney representing more than one individual may be requested torender separate statements to each individual or otherwise allocate billings by individual.
          (d) Failure to Pay Claim. If loss has been incurred and a claim for indemnificationunder this Agreement is not paid by the Company within 20 business days after a written claim hasbeen received by the Company, Indemnitee may at any time thereafter bring suit against the Companyto recover any unpaid amount of the claim.
     9. Burden of Proof. In connection with any determination as to whether Indemnitee isentitled to be indemnified hereunder the burden of proof shall be on the Company to establish thatIndemnitee is not so entitled.
     10. No Presumption. For purposes of this Agreement, the termination of any action,suit or proceeding by judgment, order, settlement (whether with or without court approval) orconviction, or upon a plea of nolo contendere, or its equivalent, shall not create apresumption that Indemnitee did not meet any particular standard of conduct or have any particularbelief or that a court has determined that indemnification is not payable under thisIndemnification Agreement or permitted by applicable law.
     11. Nonexclusivity Etc. The rights of the Indemnitee hereunder shall be in additionto any other rights Indemnitee may have under the Company’s Articles of Incorporation and Bylaws,or the Nevada General Corporation Law or otherwise. To the extent that a change in the NevadaGeneral Corporation Law (whether by statute or judicial decision) permits greater indemnificationby agreement than would be afforded currently under the Company’s Articles of Incorporation, Bylawsand this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by thisAgreement the greater benefits so afforded by such change.
     12. Liability Insurance. To the extent the Company maintains an insurance policy orpolicies providing liability insurance that would cover Indemnitee, Indemnitee shall be covered bysuch policy or policies, in accordance with its or their terms, to the maximum extent of thecoverage available for Indemnitee. If Indemnitee incurs any expenses in tendering the defense ofthe Action to the insurance company providing the insurance, such Expenses shall be consideredindemnifiable Expenses.
     13. No Right To Continued Employment. Nothing contained in this IndemnificationAgreement is intended to, or shall, create any right to continued employment by the Company.
     14. Amendments and Waiver. No supplement, modification, or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto; provided,however, that if any provision of this Agreement is challenged as being unlawful, the partiesagree that the court in which such challenge is litigated may modify such provision so that it isenforceable to the maximum extent permitted by law and may enforce the Agreement as so modified.No waiver of any of the provisions of this Agreement shall be deemed or shall constitute acontinuing waiver.
     15. Subrogation. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all papers required and shall do everything that may be necessary to secure such rights,including the execution of such documents necessary to enable the Company effectively to bringsuit to enforce such rights.
     16. Binding Effect Etc. This Agreement shall be binding upon and inure to thebenefit of and be enforceable by the parties hereto and their respective successors, heirs, andassigns.
     17. Termination by Company. This Agreement shall continue in full force and effect,regardless of whether
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Indemnitee continues to serve as an employee, officer or director of the Company or any otherenterprise at the Company’s request, unless terminated pursuant to this Paragraph. By givingwritten notice to Indemnitee at his or her address according to Company records, the Company mayterminate its obligations under this Indemnification Agreement as to any act or omission ofIndemnitee after such written notice is given. Notice is deemed given when actually received ortwo days after being sent by first class U.S. Postal mail, postage prepaid, whichever is earlier.
     18. Severability. The provisions of this Agreement shall be severable and, if any ofthe provisions hereof (including any provision within a single section, paragraph or sentence) areheld by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, theremaining provisions shall remain enforceable to the fullest extent permitted by law, includingthe provisions that have been modified by a court pursuant to Paragraph 14 hereof.
     19. Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Nevada applicable to contracts made and to be performedin such state without giving effect to the principles of conflicts of laws.
     20. Prior Agreements. This Agreement supersedes all prior Indemnification Agreementsbetween the Company and Indemnitee.
Duraswitch Industries, Inc.         By:                      Its:                         Indemnitee               Name:                      Position:             
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