Exhibit 10.1


 


AGREEMENT OF INDEMNIFICATION


 


This Agreement of
Indemnification (“Agreement”) is made and entered into as of October 22,
2008, by and between Matinee Media Corporation, a Nevada corporation (“Matinee”),
and Robert W. Walker, a resident of the State of Texas (“Walker”).


 


Recitals:


 


Matinee and Walker are
parties, as plaintiffs, to that certain legal proceeding in the United States
District Court for the Western District of Texas, Austin Division, styled
Robert W. Walker and Matinee Media Corporation v. John Wilkins, Voyager
Charters, L.L.C., KMR Aviation, Inc. and Guardian Air Services, L.L.C.
(the “Litigation”).


 


Voyager Charters, L.L.C., a
defendant in the Litigation, has filed a counterclaim against Matinee and
Walker.


 


Matinee and Walker agree
that any and all of the recovery received by either Matinee or Walker pursuant
to the Litigation (the “Proceeds”) will be the property of Walker.


 


In consideration of the
foregoing, Walker is willing to indemnify Matinee and hold it harmless from and
against any and all losses, including expenses, of Matinee related to the
Litigation.


 


The parties agree as
follows:


 


1.             Matinee hereby assigns to Walker all of its right to and
interests in the Proceeds and, subject to paragraph 3 below, will immediately
transfer to Walker any Proceeds Matinee receives.


 


2.             Walker hereby indemnifies and agrees to hold Matinee
harmless (without duplication) from any and all losses that Matinee suffers or
incurs as a result of or relating to the Litigation, including any and all
costs and expenses (including, without limitation, reasonable attorneys fees)
that may be incurred by Matinee relating in any way to the Litigation,
including without limitation the expenses incurred by the Special Committee of
the Board of Directors of Matinee incurred in connection with the Litigation
and this agreement, and in enforcing the terms hereof.


 


3.             Within ten days after written notice by Matinee to
Walker of any losses suffered by Matinee relating to the Litigation described
in paragraph 2 above, with reasonable supporting documentation, Walker agrees
to pay to Matinee all funds that Walker is obligated to pay hereunder.  To the extent Matinee is entitled to payments
from Walker for indemnification pursuant to paragraph 2 above, and such payment
is not made pursuant to this paragraph 3, Matinee may, at its option, set-off
against other sums payable to Walker, or any affiliate of Walker, by Matinee,
or any Proceeds received by Matinee, the indemnification obligation not paid by
Walker.


 


4.             This Agreement shall be binding upon and enforceable by
the successor and assigns of each of the parties hereto.


 


5.             This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, regardless of laws that might
otherwise govern under applicable principles of conflicts of laws thereof.


 

















 


6.             This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.


 


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


 


	
   

  	
  MATINEE:

  
	
   

  	
   

  
	
   

  	
  MATINEE MEDIA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ KEVIN W. MISCHNICK

  
	
   

  	
   

  	
  Kevin W. Mischnick,

  
	
   

  	
   

  	
  V. P. and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  WALKER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ ROBERT W. WALKER

  
	
   

  	
  Robert W. Walker, individually

  



 


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