mstf10_6.htm


    
      Exhibit
        10.6

      INDEMNIFICATION
        AGREEMENT

      


      This
        Indemnification Agreement
        ("Agreement") is
        entered into as of July 1, 2007 by and between Monarch Staffing, Inc., a
        Nevada
        corporation (the
"Company") and Quang
        X. Pham
        ("Indemnitee").

      


      RECITALS

      -------------

      


      A.  The
        Company and
        Indemnitee recognize the continued difficulty in obtaining liability insurance
        for its directors, officers, employees, agents and fiduciaries, the significant
        increases in the cost of such insurance and the general reductions in the
        coverage of such insurance.

      


      B.  The
        Company and
        Indemnitee further recognize the substantial increase in corporate litigation
        in
        general, subjecting directors, officers, employees, agents and fiduciaries
        to
        expensive litigation risks at the same time as the availability and coverage
        of
        liability insurance has been severely limited.

      


      C.  Indemnitee
        does not
        regard the current protection available as adequate under the present
        circumstances, and Indemnitee and other directors, officers, employees, agents
        and fiduciaries of the Company may not be willing to continue to serve in
        such
        capacities without additional protection.

      


      D.  The
        Company desires to attract and retain the services of highly qualified
        individuals, such as Indemnitee, to serve the Company and, in part, in order
        to
        induce Indemnitee to continue to provide services to the Company, wishes
        to
        provide for the indemnification and advancing of expenses to Indemnitee to
        the
        maximum extent permitted by law.

      


      E.  In
        view of the considerations set forth above, the Company desires that Indemnitee
        be indemnified by the Company as set forth herein.

      


      NOW,
        THEREFORE, the Company and Indemnitee hereby agree as
        follows:

      


      1.  Indemnification.

      


      (a)  Indemnification
        of Expenses.  The Company shall indemnify to the fullest extent
        permitted by law if Indemnitee was or is or becomes a party to or witness
        or
        other participant in, or is threatened to be made a party to or witness or
        other
        participant in, any threatened, pending or completed action, suit, proceeding
        or
        alternative dispute resolution mechanism, or any hearing, inquiry or
        investigation that Indemnitee in good faith believes might lead to the
        institution of any such action, suit, proceeding or alternative dispute
        resolution mechanism, whether civil, criminal, administrative, investigative
        or
        other (hereinafter a
"Claim") by reason
        of
        (or arising in part out of) any event or occurrence related to the fact that
        Indemnitee is or was a director, officer, employee, agent or fiduciary of
        the
        Company, or any subsidiary of the Company, or is or was serving at the request
        of the Company as a director, officer, employee, agent or fiduciary of another
        corporation, partnership, joint venture, trust or other enterprise, or by
        reason
        of any action or inaction on the part of Indemnitee while serving in such
        capacity (hereinafter an "Indemnifiable
        Event") against any and all expenses (including
        attorneys' fees and all other costs, expenses and obligations incurred in
        connection with investigating, defending, being a witness in or participating
        in
        (including on appeal), or preparing to defend, be a witness in or participate
        in, any such action, suit, proceeding, alternative dispute resolution mechanism,
        hearing, inquiry or investigation), judgments, fines, penalties and amounts
        paid
        in settlement (if such settlement is approved in advance by the Company,
        which
        approval shall not be unreasonably withheld) of such Claim and any federal,
        state, local or foreign taxes imposed on Indemnitee as a result of the actual
        or
        deemed receipt of any payments under this Agreement (collectively, hereinafter
        "Expenses"), including
        all interest, assessments and other charges paid or payable in connection
        with
        or in respect of such Expenses.  Such payment of Expenses shall be
        made by the Company as soon as practicable but in any event no later than
        twenty
        (20) days after written demand by Indemnitee therefor is presented to the
        Company.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  Reviewing
        Party.  Notwithstanding the foregoing, (i) the obligations of the
        Company under Section 1(a) shall be subject to the condition that the Reviewing
        Party (as described in Section 10(e) hereof) shall not have determined (in
        a
        written opinion, in any case in which the Independent Legal Counsel referred
        to
        in Section 1(c) hereof is involved) that Indemnitee would not be permitted
        to be
        indemnified under applicable law, and (ii) the obligation of the Company
        to make
        an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an
        "Expense Advance")
        shall be subject to the condition that, if, when and to the extent that the
        Reviewing Party determines that Indemnitee would not be permitted to be so
        indemnified under applicable law, the Company shall be entitled to be reimbursed
        by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
        theretofore paid; provided, however, that if Indemnitee has commenced or
        thereafter commenced legal proceedings in a court of competent jurisdiction
        to
        secure a determination that Indemnitee should be indemnified under applicable
        law, any determination made by the Reviewing Party that Indemnitee would
        not be
        permitted to be indemnified under applicable law shall not be binding and
        Indemnitee shall not be required to reimburse the Company for any Expense
        Advance until a final judicial determination is made with respect thereto
        (as to
        which all rights of appeal therefrom have been exhausted or lapsed). The
        Indemnitee's obligation to reimburse the Company for any Expense Advance
        shall
        be unsecured and no interest shall be charged thereon.  If there has
        not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing
        Party shall be selected by the Board of Directors, and if there has been
        such a
        Change in Control (other than a Change in Control which has been approved
        by a
        majority of the Company's Board of Directors who were directors immediately
        prior to such Change in Control), the Reviewing Party shall be the Independent
        Legal Counsel referred to in Section 1(c) hereof. If there has been no
        determination by the Reviewing Party or if the Reviewing Party determines
        that
        Indemnitee substantively would not be permitted to be indemnified in whole
        or in
        part under applicable law, Indemnitee shall have the right to commence
        litigation seeking an initial determination by the court or challenging any
        such
        determination by the Reviewing Party or any aspect thereof, including the
        legal
        or factual bases therefor, and the Company hereby consents to service of
        process
        and to appear in any such proceeding. Any determination by the Reviewing
        Party
        otherwise shall be conclusive and binding on the Company and
        Indemnitee.

      


      (c)  Change
        in Control.  The Company agrees that if there is a Change in Control
        of the Company (other than a Change in Control which has been approved by
        a
        majority of the Company's Board of Directors who were directors immediately
        prior to such Change in Control) then, with respect to all matters thereafter
        arising concerning the rights of Indemnitees to payments of Expenses and
        Expense
        Advances under this Agreement or any other agreement or under the Company's
        Articles of Incorporation, as amended, or Bylaws as now or hereafter in effect,
        Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected
        by Indemnitee and approved by the Company (which approval shall not be
        unreasonably withheld). Such counsel, among other things, shall render its
        written opinion to the Company and Indemnitee as to whether and to what extent
        Indemnitee would be permitted to be indemnified under applicable law and
        the
        Company agrees to abide by such opinion. The Company agrees to pay the
        reasonable fees of the Independent Legal Counsel referred to above and to
        fully
        indemnify such counsel against any and all expenses (including attorneys'
        fees),
        claims, liabilities and damages arising out of or relating to this Agreement
        or
        its engagement pursuant hereto.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  Mandatory
        Payment of Expenses.  Notwithstanding any other provision of this
        Agreement other than Section 9 hereof, to the extent that Indemnitee has
        been
        successful on the merits or otherwise, including, without limitation, the
        dismissal of an action without prejudice, in defense of any action, suit,
        proceeding, inquiry or investigation referred to in Section (1)(a) hereof
        or in
        the defense of any claim, issue or matter therein, Indemnitee shall be
        indemnified against all Expenses incurred by Indemnitee in connection
        therewith.

      


      2.  Expenses;
        Indemnification Procedure.

      


      (a)  Advancement
        of Expenses.  The Company shall advance all Expenses incurred by
        Indemnitee. The advances to be made hereunder shall be paid by the Company
        to
        Indemnitee as soon as practicable but in any event no later than twenty (20)
        days after written demand by Indemnitee therefor to the Company.

      


      (b)  Notice/Cooperation
        by Indemnitee.  Indemnitee shall, as a condition precedent to
        Indemnitee's right to be indemnified under this Agreement, give the Company
        notice in writing as soon as practicable of any Claim made against Indemnitee
        for which indemnification will or could be sought under this Agreement. Notice
        to the Company shall be directed to the Board of Directors of the Company
        at the
        address set forth in Section 14(d)(i) hereof (or such other address as the
        Company shall designate in writing to Indemnitee as provided in Section 14
        hereof). In addition, Indemnitee shall give the Company such information
        and
        cooperation as it may reasonably require and as shall be within Indemnitee's
        power.

      


      (c)  No
        Presumptions; Burden of Proof.  For purposes of this Agreement, the
        termination of any Claim by judgment, order, settlement (whether with or
        without
        court approval) or conviction, or upon a plea of nolo contendere, or its
        equivalent, shall not create a presumption that Indemnitee did not meet any
        particular standard of conduct or have any particular belief or that a court
        has
        determined that indemnification is not permitted by applicable law. In addition,
        neither the failure of the Reviewing Party to have made a determination as
        to
        whether Indemnitee has met any particular standard of conduct or had any
        particular belief, nor an actual determination by the Reviewing Party that
        Indemnitee has not met such standard of conduct or did not have such belief,
        prior to the commencement of legal proceedings by Indemnitee to secure a
        judicial determination that Indemnitee should be indemnified under applicable
        law, shall be a defense to Indemnitee's claim or create a presumption that
        Indemnitee has not met any particular standard of conduct or did not have
        any
        particular belief.  In connection with any determination by the
        Reviewing Party or otherwise as to whether Indemnitee is entitled to be
        indemnified hereunder, the burden of proof shall be on the Company to establish
        that Indemnitee is not so entitled.

      


      (d)  Notice
        to Insurers.  If, at the time of the receipt by the Company of a
        notice of a Claim pursuant to Section 2(b) hereof, the Company has liability
        insurance in effect which may cover such Claim, the Company shall give prompt
        notice of the commencement of such Claim to the insurers in accordance with
        the
        procedures set forth in the respective policies. The Company shall thereafter
        take all necessary or desirable action to cause such insurers to pay, on
        behalf
        of Indemnitee, all amounts payable as a result of such action, suit, proceeding,
        inquiry or investigation in accordance with the terms of such
        policies.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)  Selection
        of Counsel.  In the event the Company shall be obligated hereunder to
        pay the Expenses of any Claim, the Company shall be entitled to assume the
        defense of such Claim with counsel approved by Indemnitee, which approval
        shall
        not be unreasonably withheld, upon the delivery to Indemnitee of written
        notice
        of its election so to do. After delivery of such notice, approval of such
        counsel by Indemnitee and the retention of such counsel by the Company, the
        Company will not be liable to Indemnitee under this Agreement for any fees
        of
        separate counsel subsequently incurred by Indemnitee with respect to the
        same
        Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's
        counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment
        of counsel by Indemnitee has been previously authorized by the Company, (B)
        Indemnitee shall have reasonably concluded that there is a conflict of interest
        between the Company and Indemnitee in the conduct of any such defense, or
        (C)
        the Company shall not continue to retain such counsel to defend such Claim,
        then
        the fees and expenses of Indemnitee's counsel shall be at the expense of
        the
        Company. The Company shall have the right to conduct such defense as it sees
        fit
        in its sole discretion, including the right to settle any claim against
        Indemnitee without the consent of the Indemnitee.

      


      3.  Additional
        Indemnification Rights; Nonexclusivity.

      


      (a)  Scope.  The
        Company hereby agrees to indemnify Indemnitee to the fullest extent permitted
        by
        law, notwithstanding that such indemnification is not specifically authorized
        by
        the other provisions of this Agreement, the Company's Articles of Incorporation,
        as amended, the Company's Bylaws or by statute. In the event of any change
        after
        the date of this Agreement in any applicable law, statute or rule which expands
        the right of a Nevada corporation to indemnify a member of its Board of
        Directors or an officer, employee, agent or fiduciary, it is the intent of
        the
        parties hereto that Indemnitee shall enjoy by this Agreement the greater
        benefits afforded by such change. In the event of any change in any applicable
        law, statute or rule which narrows the right of a Nevada corporation to
        indemnify a member of its Board of Directors or an officer, employee, agent
        or
        fiduciary, such change, to the extent not otherwise required by such law,
        statute or rule to be applied to this Agreement, shall have no effect on
        this
        Agreement or the parties' rights and obligations hereunder except as set
        forth
        in Section 8(a) hereof.

      


      (b)  Nonexclusivity.  The
        indemnification provided by this Agreement shall be in addition to any rights
        to
        which Indemnitee may be entitled under the Company's Articles of Incorporation,
        as amended, its Bylaws, any agreement, any vote of stockholders or directors,
        the Nevada Revised Statutes, or otherwise. The indemnification provided under
        this Agreement shall continue as to Indemnitee for any action Indemnitee
        took or
        did not take while serving in an indemnified capacity even though Indemnitee
        may
        have ceased to serve in such capacity.

      


      4.  No
        Duplication of Payments.  The Company shall not be liable under this
        Agreement to make any payment in connection with any Claim made against
        Indemnitee to the extent Indemnitee has otherwise actually received payment
        (under any insurance policy, Article of Incorporation, as amended, Bylaw
        or
        otherwise) of the amounts otherwise indemnifiable hereunder.

      


      5.  Partial
        Indemnification.  If Indemnitee is entitled under any provision of
        this Agreement to indemnification by the Company for some or a portion of
        Expenses incurred in connection with any Claim, but not, however, for the
        total
        amount thereof, the Company shall nevertheless indemnify Indemnitee for the
        portion of such Expenses to which Indemnitee is entitled.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.  Mutual
        Acknowledgment.  Both the Company and Indemnitee acknowledge that in
        certain instances, Federal law or applicable public policy may prohibit the
        Company from indemnifying its directors, officers, employees, agents or
        fiduciaries under this Agreement or otherwise. Indemnitee understands and
        acknowledges that the Company has undertaken or may be required in the future
        to
        undertake with the Securities and Exchange Commission to submit the question
        of
        indemnification to a court in certain circumstances for a determination of
        the
        Company's right under public policy to indemnify Indemnitee.

      


      7.  Liability
        Insurance.  The Company shall, from time to time, make the good faith
        determination whether or not it is practicable for the Company to obtain
        and
        maintain a policy or policies of insurance with reputable insurance companies
        providing the officers and directors of the Company with coverage for losses
        from wrongful acts, or to ensure the Company's performance of its
        indemnification obligations under this Agreement. Among other considerations,
        the Company will weigh the costs of obtaining such insurance coverage against
        the protection afforded by such coverage. In all policies of directors' and
        officers' liability insurance, Indemnitee shall be named as an insured in
        such a
        manner as to provide Indemnitee the same rights and benefits as are accorded
        to
        the most favorably insured of the Company's directors, if Indemnitee is a
        director; of the Company's officers, if Indemnitee is not a director of the
        Company but is an officer; of the Company's key employees, if Indemnitee
        is not
        an officer or director but is a key employee; or of any combination of the
        foregoing in which Indemnitee serves, if Indemnity serves in more capacities
        than just a director, an officer or a key employee. Notwithstanding the
        foregoing, the Company shall have no obligation to obtain or maintain such
        insurance if the Company determines in good faith that such insurance is
        not
        reasonably available, if the premium costs for such insurance are
        disproportionate to the amount of coverage provided, if the coverage provided
        by
        such insurance is limited by exclusions so as to provide an insufficient
        benefit, or if Indemnitee is covered by similar insurance maintained by a
        subsidiary or parent of the Company.

      


      8.  Exceptions.  Any
        other provision herein to the contrary notwithstanding, the Company shall
        not be
        obligated pursuant to the terms of this Agreement:

      


      (a)  Excluded
        Action or Omissions.  To indemnify Indemnitee for Expenses resulting
        from acts, omissions or transactions for which Indemnitee is prohibited from
        receiving indemnification under this Agreement or applicable law;

      


      (b)  Claims
        Initiated by Indemnitee.  To indemnify or advance expenses to
        Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
        and not by way of defense, except (i) with respect to actions or proceedings
        brought to establish or enforce a right to indemnification under this Agreement
        or any other agreement or insurance policy or under the Company's Articles
        of
        Incorporation, as amended, or Bylaws now or hereafter in effect relating
        to
        Claims for Indemnifiable Events, (ii) in specific cases if the Board of
        Directors has approved the initiation or bringing of such Claim, or (iii)
        as
        otherwise required under the Nevada Revised Statutes, regardless of whether
        Indemnitee ultimately is determined to be entitled to such indemnification,
        advance expense payment or insurance recovery, as the case may be;

      


      (c)  Lack
        of Good Faith.  To indemnify Indemnitee for any expenses incurred by
        Indemnitee with respect to any proceeding instituted by Indemnitee to enforce
        or
        interpret this Agreement, if a court of competent jurisdiction determines
        that
        each of the material assertions made by Indemnitee in such proceeding was
        not
        made in good faith or was frivolous; or

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  Claims
        Under Section 16(b).  To indemnify Indemnitee for expenses and the
        payment of profits arising from the purchase and 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.

      


      9.  Period
        of Limitations.  No legal action shall be brought and no cause of
        action shall be asserted by or in the right of the Company against Indemnitee,
        Indemnitee's estate, spouse, heirs, executors or personal or legal
        representatives after the expiration of one (1) year from the date of accrual
        of
        such cause of action, and any claim or cause of action of the Company shall
        be
        extinguished and deemed released unless asserted by the timely filing of
        a legal
        action within such one-year period; provided, however, that if any shorter
        period of limitations is otherwise applicable to any such cause of action,
        such
        shorter period shall govern.

      


      10.  Construction
        of Certain Phrases.

      


      (a)  For
        purposes of this Agreement, references to the
"Company" shall
        include, 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, employees, agents or
        fiduciaries, so that if Indemnitee is or was a director, officer, employee,
        agent or fiduciary of such constituent corporation, or is or was serving
        at the
        request of such constituent corporation as a director, officer, employee,
        agent
        or fiduciary of another corporation, partnership, joint venture, employee
        benefit plan, trust or other enterprise, Indemnitee shall stand in the same
        position under the provisions of this Agreement with respect to the resulting
        or
        surviving corporation as Indemnitee would have with respect to such constituent
        corporation if its separate existence had continued.

      


      (b)  For
        purposes of this Agreement, references to "other
        enterprises" shall include employee benefit plans;
        references to "fines"
        shall include any excise taxes assessed on Indemnitee with respect to an
        employee benefit plan; and references to "serving at
        the request of the Company" shall include any
        service as a director, officer, employee, agent or fiduciary of the Company
        which imposes duties on, or involves services by, such director, officer,
        employee, agent or fiduciary with respect to an employee benefit plan, its
        participants or its beneficiaries; and if Indemnitee acted in good faith
        and in
        a manner Indemnitee reasonably believed to be in the interest of the
        participants and beneficiaries of an employee benefit plan, Indemnitee shall
        be
        deemed to have acted in a manner "not opposed to the
        best interests of the Company" as referred to in
        this Agreement.

      


      (c)  For
        purposes of this Agreement a "Change in
        Control" shall be deemed to have occurred if, on
        or after the date of this Agreement, (i) any
"person" (as such term
        is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
        as
        amended), other than a trustee or other fiduciary holding securities under
        an
        employee benefit plan of the Company acting in such capacity or a corporation
        owned directly or indirectly by the stockholders of the Company in substantially
        the same proportions as their ownership of stock of the Company, becomes
        the
"beneficial owner" (as
        defined in Rule 13d-3 under said Act), directly or indirectly, of securities
        of
        the Company representing more than 50% of the total voting power represented
        by
        the Company's then outstanding Voting Securities (as defined in Section 10(f)
        hereof), (ii) during any period of two (2) consecutive years, individuals
        who at
        the beginning of such period constitute the Board of Directors of the Company
        and any new director whose election by the Board of Directors or nomination
        for
        election by the Company's stockholders was approved by a vote of at least
        two
        thirds (2/3) of the directors then still in office who either were directors
        at
        the beginning of the period or whose election or nomination for election
        was
        previously so approved, cease for any reason to constitute a majority thereof,
        or (iii) the stockholders of the Company approve a merger or consolidation
        of
        the Company with any other corporation other than a merger or consolidation
        which would result in the Voting Securities of the Company outstanding
        immediately prior thereto continuing to represent (either by remaining
        outstanding or by being converted into Voting Securities of the surviving
        entity) at least 80% of the total voting power represented by the Voting
        Securities of the Company or such surviving entity outstanding immediately
        after
        such merger or consolidation, or the stockholders of the Company approve
        a plan
        of complete liquidation of the Company or an agreement for the sale or
        disposition by the Company of (in one transaction or a series of related
        transactions) all or substantially all of the Company's assets.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  For
        purposes of this Agreement, "Independent Legal
        Counsel" shall mean an attorney or firm of
        attorneys, selected in accordance with the provisions of Section 1(c) hereof,
        who shall not have otherwise performed services for the Company or Indemnitee
        within the last three (3) years (other than with respect to matters concerning
        the rights of Indemnitee under this Agreement, or of other indemnitees under
        similar indemnity agreements).

      


      (e)  For
        purposes of this Agreement, a "Reviewing
        Party" shall mean any appropriate person or body
        consisting of a member or members of the Company's Board of Directors or
        any
        other person or body appointed by the Board of Directors who is not a party
        to
        the particular Claim for which Indemnitee are seeking indemnification, or
        Independent Legal Counsel.

      


      (f)  For
        purposes of this Agreement, "Voting
        Securities" shall mean any securities of the
        Company that vote generally in the election of directors.

      


      11.  Counterparts.  This
        Agreement may be executed in one or more counterparts, each of which shall
        constitute an original.

      


      12.  Binding
        Effect; Successors and Assigns.  This Agreement shall be binding upon
        and inure to the benefit of and be enforceable by the parties hereto and
        their
        respective successors, assigns, including any direct or indirect successor
        by
        purchase, merger, consolidation or otherwise to all or substantially all
        of the
        business and/or assets of the Company, spouses, heirs, and personal and legal
        representatives.  The Company shall require and cause any successor
        (whether direct or indirect by purchase, merger, consolidation or otherwise)
        to
        all, substantially all, or a substantial part, of the business and/or assets
        of
        the Company, by written agreement in form and substance satisfactory to
        Indemnitee, expressly to assume and agree to perform this Agreement in the
        same
        manner and to the same extent that the Company would be required to perform
        if
        no such succession had taken place.  This Agreement shall continue in
        effect with respect to Claims relating to Indemnifiable Events regardless
        of
        whether Indemnitee continues to serve as a director, officer, employee, agent
        or
        fiduciary of the Company or of any other enterprise at the Company's
        request.

      


      13.  Attorneys'
        Fees.  In the event that any action is instituted by Indemnitee under
        this Agreement or under any liability insurance policies maintained by the
        Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
        shall be entitled to be paid all Expenses incurred by Indemnitee with respect
        to
        such action, regardless of whether Indemnitee is ultimately successful in
        such
        action, and shall be entitled to the advancement of Expenses with respect
        to
        such action, unless, as a part of such action, a court of competent jurisdiction
        over such action determines that each of the material assertions made by
        Indemnitee as a basis for such action was not made in good faith or was
        frivolous.  In the event of an action instituted by or in the name of
        the Company under this Agreement to enforce or interpret any of the terms
        of
        this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred
        by
        Indemnitee in defense of such action (including costs and expenses incurred
        with
        respect to Indemnitee's counterclaims and cross-claims made in such action),
        and
        shall be entitled to the advancement of Expenses with respect to such action,
        unless, as a part of such action, a court having jurisdiction over such action
        determines that each of Indemnitee's material defenses to such action was
        made
        in bad faith or was frivolous.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      14.  Notice.  All
        notices and other communications required or permitted hereunder shall be
        in
        writing, shall be effective when given, and shall in any event be deemed
        to be
        given (a) five (5) days after deposit with the U.S. Postal Service or other
        applicable postal service, if delivered by first class mail, postage prepaid,
        (b) upon delivery, if delivered by hand, (c) one (1) business day after the
        business day of deposit with Federal Express or similar overnight courier,
        freight prepaid, or (d) one (1) day after the business day of delivery by
        facsimile transmission, if delivered by facsimile transmission, with copy
        by
        first class mail, postage prepaid, to the parties and the following
        addresses:

      


      (i)
        if to
        the Company,
        to:                      
Attention: Board of Directors 

                       
        Monarch Staffing, Inc.

      


                       
        30950 Rancho Viejo Rd #120

      


      Address

        
San
        Juan Capistrano,
        CA  92675

      


      Address

      


      (ii)
        if to Indemnitee,
        to:                            Quang
        X. Pham

      


                          89
        Melrose Drive

                          Mission
        Viejo, CA 92692

      Address

      


      


      Address

      


      or
        at
        such other address as such party may designate by ten (10) days' advance
        written
        notice to the other party hereto.

      


      15.  Consent
        to Jurisdiction.  The Company and Indemnitee each hereby irrevocably
        consent to the jurisdiction of the courts of the State of Nevada for all
        purposes in connection with any action or proceeding which arises out of
        or
        relates to this Agreement and agree that any action instituted under this
        Agreement shall be commenced, prosecuted and continued only in the courts
        of the
        State of Nevada, which shall be the exclusive and only proper forum for
        adjudicating such a claim.

      


      16.  Severability.  The
        provisions of this Agreement shall be severable in the event that any of
        the
        provisions hereof (including any provision within a single section, paragraph
        or
        sentence) are held by a court of competent jurisdiction to be invalid, void
        or
        otherwise unenforceable, and the remaining provisions shall remain enforceable
        to the fullest extent permitted by law. Furthermore, to the fullest extent
        possible, the provisions of this Agreement (including, without limitations,
        each
        portion of this Agreement containing any provision held to be invalid, void
        or
        otherwise unenforceable that is not itself invalid, void or unenforceable)
        shall
        be construed so as to give effect to the intent manifested by the provision
        held
        invalid, illegal or unenforceable.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      17.  Choice
        of Law.  This Agreement shall be governed by and its provisions
        construed and enforced in accordance with the laws of the State of Nevada,
        as
        applied to contracts between Nevada residents, entered into and to be performed
        entirely within the State of Nevada, without regard to the conflict of laws
        principles thereof.

      


      18.  Subrogation.  In
        the event of payment under this Agreement, the Company shall be subrogated
        to
        the extent of such payment to all of the rights of recovery of Indemnitee
        who
        shall execute all documents required and shall do all acts that may be necessary
        to secure such rights and to enable the Company effectively to bring suit
        to
        enforce such rights.

      


      19.  Amendment
        and Termination.  No amendment, modification, termination or
        cancellation of this Agreement shall be effective unless it is in writing
        signed
        by both 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.

      


      20.  Integration
        and Entire Agreement. With the Exception of the Employment Agreement, this
        Agreement sets forth the entire understanding between the parties hereto
        and
        supersedes and merges all previous written and oral negotiations, commitments,
        understandings and agreements relating to the subject matter hereof between
        the
        parties hereto.

      


      21.  No
        Construction as Employment Agreement.  Nothing contained in this
        Agreement shall be construed as giving Indemnitee any right to be retained
        in
        the employ of the Company or any of its subsidiaries.

      


      22.  Faxed
        Signatures.  For purposes of this Agreement a faxed signature shall
        constitute an original signature.

      


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

      


      MONARCH
        STAFFING, INC.

      


      


      By:
        ____________________

      Name:  Keith
        C. Moore

      Title:    Director

      


      


      AGREED
        TO AND ACCEPTED BY:

      


      


      _______________________________

      Quang
        X.
        Pham