Unassociated Document


    EYETEL
      IMAGING, INC.

    


    INDEMNIFICATION
      AGREEMENT

    


     

    This
      Agreement is made as of _________, 2007, by and among EyeTel Imaging, Inc.,
      a
      Delaware corporation (the “Corporation”)
      and
      ____________, an [executive officer] [director] of the Corporation (the
“Indemnitee”).

    


    WHEREAS,
      the
      Indemnitee is [an executive officer] [a member of the Board of Directors] of
      the
      Corporation and in that capacity is performing a valuable service for the
      Corporation; and

    


    WHEREAS,
      the
      Corporation and the Indemnitee are aware of the increased exposure of corporate
      [officers] [directors] to litigation in the course of exercising their duties;
      and

    


    WHEREAS,
      the
      Corporation desires to continue to benefit from the services of highly qualified
      and experienced persons such as the Indemnitee; and

    


    WHEREAS,
      the
      Indemnitee is willing to serve the Corporation as [an officer] [a director]
      for
      so long as the Corporation is able to provide on an acceptable basis adequate
      and reliable indemnification against certain liabilities and expenses that
      may
      be incurred by the Indemnitee in connection with such service; and

    


    WHEREAS,
      the
      Second Amended and Restated Bylaws (the “Bylaws”)
      of the
      Corporation provide for certain indemnification of the [officers] [directors]
      of
      the Corporation; and

    


    WHEREAS,
      the
      Corporation and the Indemnitee recognize the potential inadequacy of the
      protection available to [officers] [directors] under the Delaware General
      Corporation Law (the “DGCL”)
      and
      the Corporation’s Third Amended and Restated Certificate of Incorporation and
      the Bylaws; and

    


    WHEREAS,
      the
      DGCL specifically provides that it is not exclusive and contemplates that
      contracts may be entered into between the Corporation and [its officers]
      [members of its Board of Directors] with respect to indemnification of the
      [officers] [directors]; 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, the
      parties hereby agree as follows:

    


    
      	1.	 	
              Service
                by the Indemnitee.
                The Indemnitee agrees to continue to serve as [an officer] [a director]
                of
                the Corporation [during the Indemnitee’s employment, subject to the terms
                of any employment agreement with the Corporation] [for the remainder
                of
                the Indemnitee’s current term as a director and thereafter if elected],
                provided that this Agreement shall not give the Indemnitee the right
                to be
                nominated or elected as [an officer] [a director] of the Corporation,
                affect the right of the [Board of Directors] [stockholders] to remove
                the
                Indemnitee, or affect the right of the Corporation [to terminate
                the
                Indemnitee’s employment (except as provided in any employment agreement
                with the Corporation)] [or stockholders to seek judicial removal
                of the
                Indemnitee].

            


    

    
       

      
        
           

        

        
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        	2.	 	
                
                  Indemnity
                    of the Indemnitee.
                    The Corporation agrees to hold harmless and indemnify the Indemnitee,
                    his
                    or her heirs, successors, and estate to the fullest extent authorized
                    or
                    permitted by the provisions of the DGCL, or by any amendment
                    of it or
                    other statutory provisions authorizing or permitting such indemnification
                    that is adopted on or after the date of this Agreement, against
                    any
                    pending, threatened, future, or completed action, suit, or proceeding,
                    whether civil, criminal, administrative, or investigative (including
                    an
                    action by or in the right of the Corporation) by reason of the
                    fact that
                    he or she is or was [an officer] [a director] of the Corporation
                    or is or
                    was serving as a director, officer, employee, or agent of another
                    corporation, partnership, joint venture, limited liability company,
                    trust,
                    or other enterprise at the request of or by designation of the
                    Corporation.

                

              


      

      
        


        
          	3.	 	
                  
                    Additional
                      Indemnity.
                      Without limiting the generality of Section 2
                      hereof, and subject only to the exclusions set forth in Section
                      4
                      hereof, the Corporation further agrees to hold harmless and
                      indemnify the
                      Indemnitee, his or her heirs, successors and
                      estate:

                  

                


        

         

      

    

    	(a)  	
            Against
              any and all expenses (including attorneys’ fees), judgments, fines,
              penalties, and amounts paid in settlement, actually and reasonably
              incurred by the Indemnitee, his or her heirs, successors, and estate
              in
              connection with any threatened, pending, future, or completed action,
              suit
              or proceeding, whether civil, criminal, administrative, or investigative
              (including an action by or in the right of the Corporation) to which
              the
              Indemnitee is, was, or at any time becomes, or his or her heirs,
              successors, and estate are, were, or at any time become, a party, or
              is
              threatened to be made a party, by reason of the fact that the Indemnitee
              is, was, or at any time becomes a director, officer, employee, or agent
              of
              the Corporation, or is or was serving or at any time serves as a director,
              officer, employee, or agent of another corporation, partnership, joint
              venture, limited liability company, trust, or other enterprise at the
              request of or by designation of the Corporation if he or she acted
              in good
              faith and in a manner he or she 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 no reasonable cause to believe his
              or
              her conduct was unlawful; and

          


    


    	(b)  	
            Otherwise
              to the fullest extent as may be provided to the Indemnitee by the
              Corporation under the non-exclusivity provisions of the
              DGCL.

          


    


    In
      the
      event the Indemnitee incurs and pays such expenses (including attorneys’ fees),
      judgments, fines, penalties, and amounts paid in settlement, the Corporation
      shall promptly reimburse such amounts within a reasonable period of time not
      to
      exceed sixty (60) days, subject to the exclusions set forth in Section
4.

    
      
        


        
          	4.	 	
                  
                    
                      Limitations
                        on Indemnity.
                        No
                        indemnity pursuant to Section 2
                        hereof shall be paid by the
                        Corporation:

                    

                  

                


        

         

      

    

    	(a)  	
            On
              account of any suit in which judgment is rendered against the Indemnitee
              for an accounting of profits made from the purchase or sale by the
              Indemnitee of securities of the Corporation pursuant to the provisions
              of
              Section 16(b) of the Securities Exchange Act of 1934 and its amendments
              or
              similar provisions of any federal, state, or local statutory
              law;

          


     

    
      
         

      

      
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          2
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    	(b)  	
            For
              any breach of the Indemnitee’s duty of loyalty to the Corporation or its
              stockholders determined finally by a court of competent
              jurisdiction;

          


    


    	(c)  	
            For
              acts or omissions of the Indemnitee not in good faith or that involve
              intentional misconduct or a knowing violation of law determined finally
              by
              a court of competent jurisdiction; or

          


    


    	(d)  	
            If
              a final decision by a court having jurisdiction in the matter shall
              determine that such indemnification is not
              lawful.

          


    
      
        


        
          	5.	 	
                  
                    
                      Continuation
                        of Indemnity.
                        All agreements and obligations of the Corporation contained
                        herein shall
                        continue during the period the Indemnitee is a director,
                        officer,
                        employee, or agent of the Corporation (or is or was serving
                        as a director,
                        officer, employee, or agent of another corporation, partnership,
                        joint
                        venture, limited liability company, trust or other enterprise
                        at the
                        request of or by designation by the Corporation) and shall
                        continue
                        thereafter so long as the Indemnitee shall be subject to
                        any possible
                        claim or threatened, pending or completed action, suit or
                        proceeding,
                        whether, civil, criminal or investigative, by reason of the
                        fact that the
                        Indemnitee was [an officer] [a director] of the Corporation
                        or serving in
                        any other capacity referred to
                        herein.

                    

                  

                


        

         

      

      
        
          	6.	 	
                  
                    
                      Notification
                        and Defense of Claim.
                        Promptly after receipt by the Indemnitee of notice of any
                        claim, or of the
                        commencement of any action, suit, or proceeding, the Indemnitee
                        will, if a
                        claim in respect thereof is to be made against the Corporation
                        under this
                        Agreement, notify the Corporation of such commencement; but
                        the omission
                        so to notify the Corporation will not relieve it from any
                        liability which
                        it may have to the Indemnitee. With respect to any such action,
                        suit, or
                        proceeding (a “Case”): 

                    

                  

                


        

         

      

    

    	(a)  	
            The
              Corporation will be entitled to participate in the Case at its own
              expense;

          


    


    	(b)  	
            Except
              as otherwise provided below, to the extent that it may wish, the
              Corporation jointly with any other indemnifying party will be entitled
              to
              assume the defense of the Case, with counsel satisfactory to the
              Indemnitee. After notice from the Corporation to the Indemnitee of
              the
              election so to assume the defense of the Case, the Corporation will
              not be
              liable to the Indemnitee under this Agreement for any legal or other
              expenses subsequently incurred by the Indemnitee in connection with
              the
              defense thereof other than reasonable costs of investigation or as
              otherwise provided below. The Indemnitee shall have the right to employ
              its own counsel in such Case, but the fees and expenses of such counsel
              incurred after notice from the Corporation of its assumption of the
              defense thereof shall be at the expense of the Indemnitee unless
              (i) the employment of counsel by the Indemnitee has been authorized
              by the Corporation, (ii) the Indemnitee shall have reasonably concluded
              that there may be a conflict of interest between the Corporation and
              the
              Indemnitee in the conduct of the defense of such action, or (iii) the
              Corporation shall not in fact have employed counsel to assume the defense
              of such action, in each of which cases the fees and expenses of such
              counsel shall be at the expense of the Corporation. The Corporation
              shall
              not be entitled to assume the defense of any action, suit, or proceeding
              brought by or on behalf of the Corporation or as to which the Indemnitee
              shall have made the conclusion provided for in Section 6(b)(ii);

          


     

    
      
         

      

      
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    	(c)  	
            The
              Corporation shall not be liable to indemnify the Indemnitee under this
              Agreement for any amounts paid in settlement of any action or claim
              effected without its written consent. The Corporation shall not settle
              any
              action or claim in any manner that would impose any penalty or limitation
              on the Indemnitee without the Indemnitee’s written consent. Neither the
              Corporation nor the Indemnitee will unreasonably withhold their consent
              to
              any proposed settlement.

          


    
      
        
          


          
            	7.	 	
                    
                      
                        
                          Repayment
                            of Expenses.
                            The Indemnitee agrees that the Indemnitee will reimburse
                            the Corporation
                            for all reasonable expenses paid by the Corporation in
                            defending any civil
                            or criminal action, suit, or proceeding against the Indemnitee
                            in the
                            event and only to the extent that it shall be ultimately
                            determined that
                            the Indemnitee is not entitled to be indemnified by the
                            Corporation for
                            such expenses under the provisions of the DGCL, the Bylaws,
                            this
                            Agreement, or
                            otherwise.

                        

                      

                    

                  


          

           

        

      

    

    
      
        
          
            	8.	 	
                    
                      
                        
                          Enforcement.

                        

                      

                    

                  


          

           

        

      

    

    	(a)  	
            The
              Corporation expressly confirms and agrees that it has entered into
              this
              Agreement and assumed the obligations imposed on it hereby in order
              to
              induce the Indemnitee to continue as [an officer] [a director] of the
              Corporation and acknowledges that the Indemnitee is relying on this
              Agreement in continuing in such capacity.

          


    


    	(b)  	
            In
              the event the Indemnitee is required to bring any action to enforce
              rights
              or to collect moneys due under this Agreement and is successful in
              such
              action, the Corporation shall reimburse the Indemnitee for all of the
              Indemnitee’s reasonable fees and expenses in bringing and pursuing such
              action.

          


    
      
        
          


          
            	9.	 	
                    
                      
                        
                          Severability.
                            Each of the provisions of this Agreement is a separate
                            and distinct
                            agreement and independent of the others, so that if any
                            provision shall be
                            held to be invalid or unenforceable for any reason, such
                            invalidity or
                            unenforceability shall not affect the validity or enforceability
                            of the
                            other
                            provisions.

                        

                      

                    

                  


          

           

        

      

    

    
      
        
          
            	10.	 	
                    
                      
                        
                          Governing
                            Law; Binding Effect; Amendment and Termination.

                        

                      

                    

                  


          

           

        

      

    

    	(a)  	
            This
              Agreement shall be interpreted and enforced in accordance with the
              laws of
              the State of Delaware.

          


    


    	(b)  	
            This
              Agreement shall be binding on the Indemnitee and shall inure to the
              benefit of the Indemnitee, his or her heirs, personal representatives,
              and
              assigns. This Agreement shall also be binding on the Corporation and
              shall
              inure to the benefit of the Corporation together with its successors
              and
              assigns.

          


     

    	(c)  	
            No
              amendment, modification, termination, or cancellation of this Agreement
              shall be effective unless in writing signed by both parties
              hereto.

          


    


    
      
         

      

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

     

    


    


    EYETEL
      IMAGING, INC.


    


    


    By:_______________________________

    Name:_____________________________    

    Title:______________________________

     

     

    ______________________________

    [Name
      of
      Indemnitee]

     

     

     

     

    SIGNATURE
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