ex10_4.htm


    
      

    

    
      Exhibit
10.4

      
        Form of
Indemnification Agreements between The Mint Leasing, Inc. (f/k/a Legacy
Communications Corporation) and each of Jerry Parish, Michael Hluchanek, and
Kelley V. Kirker

         

          
            

          

        

      

       

      
        

      

       

      INDEMNIFICATION
AGREEMENT

       

      
        
 

       

      AGREEMENT, effective as of
July 14, 2008, between The Mint Leasing, Inc., a Nevada corporation (the
"Company"), and _Jerry Parish ("Indemnitee").

      


      WHEREAS, Indemnitee is a
director (or officer) of the Company;

      


      WHEREAS, both the Company and
Indemnitee recognize the increased risk of litigation and other claims being
asserted against directors and officers of public companies at a time when it
has become increasingly difficult to obtain adequate insurance coverage at
reasonable costs;

      


      WHEREAS, in recognition of
Indemnitees need for substantial protection against personal liability in order
to enhance Indemnitees continued service to the Company in an effective manner,
the Company wishes to provide in this Agreement for the identification of and
the advancing of expenses to Indemnitee to the full extent (whether partial or
complete) permitted by law and as set forth in this Agreement, and, to the
extent insurance is maintained, for the continued coverage of Indemnitee under
the Company's directors' and officers' liability insurance policies, regardless
of any future change in the Certificate of Incorporation, By-Laws, composition
of the Board of Directors, or structure of the Company.;

      


      NOW, THEREFORE, in
consideration of the premises and of Indemnitee's service to the Company,
directly or indirectly, and intending to be legally bound hereby, the parties
hereto agree as follows:

      


      
        	
                1.

              	
                In
      the event Indemnitee was, is, or becomes a party to or a witness or other
      participant in, or is threatened to be made a party to or a witness or
      other participant in, any threatened, pending or completed action, suit or
      proceeding, or any inquiry or investigation, whether conducted by the
      Company or any other party, that Indemnitee in good faith believes might
      lead to any such action, suit or proceeding, whether civil, criminal,
      administrative, investigative or otherwise (a "Claim") by reason of (or
      arising in part out of) the fact that Indemnitee is or was a director,
      officer, employee, agent or fiduciary of the Company, or is or was serving
      at the request of the Company as a director, officer, employee, trustee,
      agent or fiduciary of another corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise, or by reason of anything
      done or not done by Indemnitee in any such capacity (an "Indemnifiable
      Event"), the Company shall indemnify Indemnitee to the full extent
      permitted by law (the determination of which shall be made by the
      Reviewing Party referred to below) as soon as practicable but in any event
      no later than thirty days after written demand is presented to the
      Company, against any and all expenses (including attorneys' fees and all
      other costs, expenses, and obligations paid or incurred in connection with
      investigating, preparing for and defending or participating in the defense
      of (including on appeal) any Claim relating to any Indemnifiable
      Event)  (collectively "Expenses"), judgments, fines, penalties
      and amounts paid in settlement (including all interest, assessments and
      other charges paid or payable in connection with or in respect of such
      judgments, fines, penalties or amounts paid in settlement) of such Claim
      and, if so requested by Indemnitee, the Company shall advance (within two
      business days of such request) any and all such Expenses to
      Indemnitee;  provided, however, that (i) the foregoing
      obligation of the Company shall not apply to a Claim that was commenced by
      the Indemnitee without the prior approval of the Board of Directors of the
      Company unless the Claim was commenced after a Change in Control (as
      defined in Section 5 herein);  (ii) the foregoing obligation of
      the Company shall be subject to the condition that an appropriate person
      or body (the "Reviewing Party") shall not have determined (in a written
      opinion in any case in which the special, independent counsel referred to
      in Section 4 hereof is involved) that Indemnitee would not be permitted to
      be indemnified for such Expenses under applicable law;  and
      (iii) if, when and to the extent that the Reviewing Party determines that
      Indemnitee would not be permitted to be indemnified for such Expenses
      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 (unless Indemnitee has commenced legal
      proceedings in a court of competent jurisdiction to secure a determination
      that Indemnitee should be indemnified under applicable law, in which event
      Indemnitee shall not be required to so reimburse the Company until a final
      judicial determination requiring such reimbursement is made with respect
      thereto as to which all rights of appeal therefrom have been exhausted or
      lapsed) and the Company shall not be obligated to indemnify or advance any
      additional amounts to Indemnitee under this Agreement (unless there has
      been a determination by a court of competent jurisdiction that the
      Indemnitee would be permitted to be so indemnified or entitled to such
      expense advances under applicable
law).

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                If
      there has not been a Change in Control of the Company (as hereinafter
      defined), the Reviewing Party shall be (1) quorum of the Board of
      Directors consisting of directors who are not parties to the action, suit
      or proceeding acting by majority vote, or, (2) if such a quorum is not
      obtainable, or, even if obtainable, a quorum of disinterested directors so
      directs, independent legal counsel by the use of a written opinion or (3)
      the stockholders.  If there has been a Change in Control of the
      Company, the Reviewing Party shall be the special, independent counsel
      referred to in Section 4 hereof.

              


      

      


      
        	
                3.

              	
                If
      Indemnitee has not been indemnified by the expiration of the foregoing
      thirty-day period or received expense advances or if the Reviewing Party
      determines that Indemnitee would not be permitted to be indemnified or be
      entitled to receive expense advances within two days of the request
      therefor in whole or in part under applicable law, Indemnitee shall have
      the right to commence litigation seeking from the court a finding that
      Indemnitee is entitled to indemnification and expense advances or
      enforcement of Indemnitee's entitlement to indemnification and expense
      advances or challenging any determination by the Reviewing Party or any
      aspect thereof that Indemnitee is not entitled to be indemnified or
      receive expense advances and the burden of proving that indemnification or
      advancement of expenses is not appropriate shall be on the Company; any
      determination by the Reviewing Party in favor of Indemnitee shall be
      conclusive and binding on the Company, unless facts supplied by Indemnitee
      which form the basis for the determination are subsequently determined to
      have been materially incorrect at the time supplied.  Indemnitee
      agrees to bring any such litigation in any court in the States of Texas
      having subject matter jurisdiction thereof and in which venue is proper,
      and the Company hereby consents to service of process and to appear in any
      such proceeding.

              


      

      


      
        	
                4.

              	
                The
      Company agrees that if there is a Change in Control of the Company (as
      hereinafter defined), then with respect to all matters thereafter arising
      concerning the rights of Indemnitee to indemnity payments and expense
      advances under this Agreement or any other agreement or By-laws now or
      hereafter in effect relating to Claims for Indemnifiable Events, the
      Company shall seek legal advice only from special, independent counsel
      selected by Indemnitee who a majority of the disinterested Directors
      approves (which approval shall not be unreasonably withheld), and who has
      not otherwise performed services for the Company or
      Indemnitee.  Such counsel, among other things, shall determine
      whether and to what extent Indemnitee is permitted to be indemnified or is
      entitled to expense advances under applicable law and shall render its
      written opinion to the Company and Indemnitee to such
      effect.  The Company agrees to pay the reasonable fees of the
      special, independent counsel referred to above and to fully indemnify such
      counsel against any and all expenses (including attorney's fees), claims,
      liabilities and damages arising out of or relating to this Agreement or
      its engagement pursuant hereto except for willful misconduct or gross
      negligence.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                5.

              	
                For
      purposes of this Agreement, (a) "Change in Control of the Company" shall
      be deemed to have occurred if (i) any "person" (as such term is used in
      Sections 13(d)(3) 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, is or becomes the beneficial
      owner (as defined in Rule 13d-3 under said Act), directly or indirectly,
      of securities of the Company representing 20% or more of the combined
      voting power of the Company's then outstanding securities, or (ii) during
      any period of two 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 combined voting power of the voting
      securities of the Company of such surviving entity outstanding immediately
      after such merger or consolidation, or if 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 all or substantially all the
      Company's assets.

              


      

      


      
        	
                6.

              	
                To
      the extent Indemnitee is successful in such proceeding, the Company shall
      indemnify Indemnitee against any and all expenses (including attorney's
      fees) which are incurred by the Indemnitee in connection with any claim
      asserted or action brought by Indemnitee for (i) indemnification or
      advance payment of Expenses by the Company under this Agreement or any
      other agreement or Company By-laws now or hereafter in effect relating to
      Claims for Indemnifiable Events and/or (ii) recovery under any directors'
      and officers' liability insurance policies maintained by the Company,
      regardless of whether Indemnitee ultimately is determined to be entitled
      to such indemnification, advance payment of Expenses or insurance
      recovery, as the case may be.

              


      

      


      
        	
                7.

              	
                If
      Indemnitee is entitled under any provision of this Agreement to
      indemnification by the Company for some or a portion of the Expenses,
      judgments, fines, penalties and amounts paid in settlement of any Claim
      but not, however, for all of the total amount thereof, the Company shall
      nevertheless indemnify Indemnitee for the portion thereof to which
      Indemnitee is entitled.  Notwithstanding any other provision of
      this Agreement, to the extent that Indemnitee has been successful on the
      merits or otherwise in the defense of any Claim relating in whole or in
      part to any Indemnifiable Event or in defense of any issue or matter
      therein, including dismissal without prejudice, Indemnitee shall be
      indemnified against all Expenses incurred in connection
      therewith.

              


      

      


      
        	
                8.

              	
                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
      Indemnitee is not entitled to indemnification or expense advance or that
      indemnification or expense advance is not permitted by applicable
      law.

              


      

      


      
        	
                9.

              	
                The
      Company hereby agrees that, so long as Indemnitee shall continue to serve
      in a capacity referred to in Section 1 hereof, and thereafter so long as
      Indemnitee shall be subject to any possible claim or threatened, pending
      or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative, by reason of the fact that Indemnitee
      served in any capacity referred to in Section 1 hereof, the Company shall
      maintain in effect for the benefit of Indemnitee any Directors' and
      Officers' Liability Insurance presently in force and effect, providing, in
      all respects, coverage at least comparable to that presently provided;
      provided, however, if, in the business judgment of the then Board, either
      (a) the premium cost for such insurance is substantially disproportionate
      to the amount of coverage, or (b) the coverage provided by such insurance
      is so limited by exclusions that there is insufficient benefit from such
      insurance, then and in that event the Company shall not be required to
      maintain such insurance but shall and hereby agrees to the full extent
      permitted by law to hold harmless and indemnify Indemnitee to the fullest
      extent of the coverage which would otherwise have been provided for the
      benefit of Indemnitee.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                (a)

              	
                In
      the event of any changes after the date of this Agreement in any
      applicable law, statute, or rule which expands the right of the Company to
      indemnify a person serving in a capacity referred to in Section 1 hereof,
      such change shall be within the purview of Indemnitee's rights, and the
      Company's obligations, under this Agreement.  In the event of
      any changes in any applicable law, statute, or rule which narrow the right
      of the Company to indemnify a person serving in a capacity referred to in
      Section 1 hereof, such changes, 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.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      indemnification provided by this Agreement shall not be deemed exclusive
      of any rights to which Indemnitee may be entitled under the Company's
      Certificate of Incorporation, its By-laws, any agreement, any vote of
      stockholders or disinterested directors, laws and regulations in effect
      now or in the future, or otherwise, both as to action in Indemnitee's
      official capacity and as to action in another capacity while holding such
      office.

              


      

      


      
        	
                11.

              	
                If
      the indemnification provided in Section 1 is unavailable and may not be
      paid to Indemnitee because such indemnification is not permitted by law,
      then in respect of any threatened, pending or completed action, suit or
      proceeding in which the Company is jointly liable with Indemnitee (or
      would be if joined in such action, suit or proceeding), the Company shall
      contribute to the full extent permitted by law, to the amount of expenses,
      judgments, fines (including excise taxes and penalties) and amounts paid
      in settlement actually and reasonably incurred and paid or payable by
      Indemnitee in such proportion as is appropriate to reflect (i) the
      relative benefits received by the Company on the one hand and Indemnitee
      on the other hand from the transaction from which such action, suit or
      proceeding arose, and (ii) the relative fault of the Company on the one
      hand and of Indemnitee on the other in connection with the events which
      resulted in such expenses, judgments, fines or settlement amounts, as well
      as any other relevant equitable considerations.  The relative
      fault of the Company on the one hand and of Indemnitee on the other shall
      be determined by reference to among other things, the parties' relative
      intent, knowledge, access to information and opportunity to correct or
      prevent the circumstances resulting in such expenses, judgments, fines or
      settlement amounts.  The Company agrees that it would not be
      just and equitable if contribution pursuant to this paragraph were
      determined by pro rata allocation or any other method of allocation which
      does not take account of the foregoing equitable
      considerations.

              


      

      


      
        	
                12.

              	
                All
      obligations of the Company contained herein shall continue during the
      period Indemnitee serves in a capacity referred to in Section 1 hereof of
      the Company and shall continue thereafter so long as Indemnitee shall be
      subject to any possible Claim relating to an Indemnifiable
      Event.

              


      

      


      
        	
                13.

              	
                (a)

              	
                Promptly
      after receipt by Indemnitee of notice of the commencement of any Claim
      relating to an Indemnifiable Event or proceeding in which Indemnitee is
      made or is threatened to be made a party or a witness, Indemnitee shall
      notify the Company of the commencement of such Claim; but the omission so
      to notify the Company shall not relieve the Company from any obligation it
      may have to indemnify or advance expenses to Indemnitee otherwise than
      under this Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Indemnitee
      shall not settle any claim or action in any manner which would impose on
      the Company any penalty, constraint, or obligation to hold harmless or
      indemnify Indemnitee pursuant to this Agreement without the Company's
      prior written consent, which consent shall not be unreasonably
      withheld.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                14.

              	
                If
      any Claim relating to an Indemnifiable Event, commenced against Indemnitee
      is also commenced against the Company, the Company shall be entitled to
      participate therein at its own expense, and, except as otherwise provided
      hereinbelow, to the extent that it may wish, the Company shall be entitled
      to assume the defense thereof.  After notice from the Company to
      Indemnitee of its election to assume the defense of any Claim, the Company
      shall not be obligated to Indemnitee under this Agreement for any legal or
      other expenses subsequently incurred by Indemnitee in connection with the
      defense thereof other than reasonable costs of investigation, travel, and
      lodging expenses arising out of Indemnitee's participation in such
      Claim.  Indemnitee shall have the right to employ Indemnitee's
      own counsel in such Claim, but the fees and expenses of such counsel
      incurred after notice from the Company to Indemnitee of its assumption of
      the defense thereof shall be at the expense of Indemnitee unless (i)
      otherwise authorized by the Company, (ii) Indemnitee shall have reasonably
      concluded, and so notified the Company, that there may be a conflict of
      interest between the Company and Indemnitee in the conduct of the defense
      of such Claim, or (iii) the Company shall not in fact have employed
      counsel to assume the defense of such Claim, in which cases the fees and
      expenses of Indemnitee's counsel shall be at the expense of the
      Company.  The Company shall not be entitled to assume the
      defense of any Claim brought by or on behalf of the Company or its
      stockholders or as to which Indemnitee shall have made the conclusion set
      forth in (ii) of this Section 14.

              


      

      


      
        	
                15.

              	
                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 provisions hereof (whether or not
      similar) nor shall such waiver constitute a continuing
    waiver.

              


      

      


      
        	
                16.

              	
                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 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 bring suit
      to enforce such rights.

              


      

      


      
        	
                17.

              	
                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,
      By-law or otherwise) of the amounts otherwise indemnifiable
      hereunder.

              


      

      


      
        	
                18.

              	
                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, executors, and personal and
      legal representatives.  This Agreement shall continue in effect
      regardless of whether Indemnitee continues to serve as an officer or
      director of the Company or of any other enterprise at the Company's
      request.

              


      

      


      
        	
                19.

              	
                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 full extent permitted by
    law.

              


      

      


      
        	
                20.

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Texas applicable to contracts made and to be performed in
      such state, but excluding any conflicts-of-law rule or principle which
      might refer such governance, construction or enforcement to the laws of
      another state or country.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


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

      


      THE MINT
LEASING, INC.

      


      


      
        	
                By:

              	
                /s/ Jerry Parish

              	 
      
	 
      	
                Jerry
      Parish

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                INDEMNITEE

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/ Jerry Parish

              	 
      
	 
      	
                Jerry
      Parish

              	 
      


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        
          

        

         

      

      INDEMNIFICATION
AGREEMENT

       

      
        
 

      


      AGREEMENT, effective as of
July 14, 2008, between The Mint Leasing, Inc., a Nevada corporation (the
"Company"), and _Michael Hluchanek ("Indemnitee").

      


      WHEREAS, Indemnitee is a
director (or officer) of the Company;

      


      WHEREAS, both the Company and
Indemnitee recognize the increased risk of litigation and other claims being
asserted against directors and officers of public companies at a time when it
has become increasingly difficult to obtain adequate insurance coverage at
reasonable costs;

      


      WHEREAS, in recognition of
Indemnitees need for substantial protection against personal liability in order
to enhance Indemnitees continued service to the Company in an effective manner,
the Company wishes to provide in this Agreement for the identification of and
the advancing of expenses to Indemnitee to the full extent (whether partial or
complete) permitted by law and as set forth in this Agreement, and, to the
extent insurance is maintained, for the continued coverage of Indemnitee under
the Company's directors' and officers' liability insurance policies, regardless
of any future change in the Certificate of Incorporation, By-Laws, composition
of the Board of Directors, or structure of the Company.;

      


      NOW, THEREFORE, in
consideration of the premises and of Indemnitee's service to the Company,
directly or indirectly, and intending to be legally bound hereby, the parties
hereto agree as follows:

      


      
        	
                1.

              	
                In
      the event Indemnitee was, is, or becomes a party to or a witness or other
      participant in, or is threatened to be made a party to or a witness or
      other participant in, any threatened, pending or completed action, suit or
      proceeding, or any inquiry or investigation, whether conducted by the
      Company or any other party, that Indemnitee in good faith believes might
      lead to any such action, suit or proceeding, whether civil, criminal,
      administrative, investigative or otherwise (a "Claim") by reason of (or
      arising in part out of) the fact that Indemnitee is or was a director,
      officer, employee, agent or fiduciary of the Company, or is or was serving
      at the request of the Company as a director, officer, employee, trustee,
      agent or fiduciary of another corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise, or by reason of anything
      done or not done by Indemnitee in any such capacity (an "Indemnifiable
      Event"), the Company shall indemnify Indemnitee to the full extent
      permitted by law (the determination of which shall be made by the
      Reviewing Party referred to below) as soon as practicable but in any event
      no later than thirty days after written demand is presented to the
      Company, against any and all expenses (including attorneys' fees and all
      other costs, expenses, and obligations paid or incurred in connection with
      investigating, preparing for and defending or participating in the defense
      of (including on appeal) any Claim relating to any Indemnifiable
      Event)  (collectively "Expenses"), judgments, fines, penalties
      and amounts paid in settlement (including all interest, assessments and
      other charges paid or payable in connection with or in respect of such
      judgments, fines, penalties or amounts paid in settlement) of such Claim
      and, if so requested by Indemnitee, the Company shall advance (within two
      business days of such request) any and all such Expenses to
      Indemnitee;  provided, however, that (i) the foregoing
      obligation of the Company shall not apply to a Claim that was commenced by
      the Indemnitee without the prior approval of the Board of Directors of the
      Company unless the Claim was commenced after a Change in Control (as
      defined in Section 5 herein);  (ii) the foregoing obligation of
      the Company shall be subject to the condition that an appropriate person
      or body (the "Reviewing Party") shall not have determined (in a written
      opinion in any case in which the special, independent counsel referred to
      in Section 4 hereof is involved) that Indemnitee would not be permitted to
      be indemnified for such Expenses under applicable law;  and
      (iii) if, when and to the extent that the Reviewing Party determines that
      Indemnitee would not be permitted to be indemnified for such Expenses
      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 (unless Indemnitee has commenced legal
      proceedings in a court of competent jurisdiction to secure a determination
      that Indemnitee should be indemnified under applicable law, in which event
      Indemnitee shall not be required to so reimburse the Company until a final
      judicial determination requiring such reimbursement is made with respect
      thereto as to which all rights of appeal therefrom have been exhausted or
      lapsed) and the Company shall not be obligated to indemnify or advance any
      additional amounts to Indemnitee under this Agreement (unless there has
      been a determination by a court of competent jurisdiction that the
      Indemnitee would be permitted to be so indemnified or entitled to such
      expense advances under applicable
law).

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                If
      there has not been a Change in Control of the Company (as hereinafter
      defined), the Reviewing Party shall be (1) quorum of the Board of
      Directors consisting of directors who are not parties to the action, suit
      or proceeding acting by majority vote, or, (2) if such a quorum is not
      obtainable, or, even if obtainable, a quorum of disinterested directors so
      directs, independent legal counsel by the use of a written opinion or (3)
      the stockholders.  If there has been a Change in Control of the
      Company, the Reviewing Party shall be the special, independent counsel
      referred to in Section 4 hereof.

              


      

      


      
        	
                3.

              	
                If
      Indemnitee has not been indemnified by the expiration of the foregoing
      thirty-day period or received expense advances or if the Reviewing Party
      determines that Indemnitee would not be permitted to be indemnified or be
      entitled to receive expense advances within two days of the request
      therefor in whole or in part under applicable law, Indemnitee shall have
      the right to commence litigation seeking from the court a finding that
      Indemnitee is entitled to indemnification and expense advances or
      enforcement of Indemnitee's entitlement to indemnification and expense
      advances or challenging any determination by the Reviewing Party or any
      aspect thereof that Indemnitee is not entitled to be indemnified or
      receive expense advances and the burden of proving that indemnification or
      advancement of expenses is not appropriate shall be on the Company; any
      determination by the Reviewing Party in favor of Indemnitee shall be
      conclusive and binding on the Company, unless facts supplied by Indemnitee
      which form the basis for the determination are subsequently determined to
      have been materially incorrect at the time supplied.  Indemnitee
      agrees to bring any such litigation in any court in the States of Texas
      having subject matter jurisdiction thereof and in which venue is proper,
      and the Company hereby consents to service of process and to appear in any
      such proceeding.

              


      

      


      
        	
                4.

              	
                The
      Company agrees that if there is a Change in Control of the Company (as
      hereinafter defined), then with respect to all matters thereafter arising
      concerning the rights of Indemnitee to indemnity payments and expense
      advances under this Agreement or any other agreement or By-laws now or
      hereafter in effect relating to Claims for Indemnifiable Events, the
      Company shall seek legal advice only from special, independent counsel
      selected by Indemnitee who a majority of the disinterested Directors
      approves (which approval shall not be unreasonably withheld), and who has
      not otherwise performed services for the Company or
      Indemnitee.  Such counsel, among other things, shall determine
      whether and to what extent Indemnitee is permitted to be indemnified or is
      entitled to expense advances under applicable law and shall render its
      written opinion to the Company and Indemnitee to such
      effect.  The Company agrees to pay the reasonable fees of the
      special, independent counsel referred to above and to fully indemnify such
      counsel against any and all expenses (including attorney's fees), claims,
      liabilities and damages arising out of or relating to this Agreement or
      its engagement pursuant hereto except for willful misconduct or gross
      negligence.

              


      

      


      
        	
                5.

              	
                For
      purposes of this Agreement, (a) "Change in Control of the Company" shall
      be deemed to have occurred if (i) any "person" (as such term is used in
      Sections 13(d)(3) 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, is or becomes the beneficial
      owner (as defined in Rule 13d-3 under said Act), directly or indirectly,
      of securities of the Company representing 20% or more of the combined
      voting power of the Company's then outstanding securities, or (ii) during
      any period of two 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 combined voting power of the voting
      securities of the Company of such surviving entity outstanding immediately
      after such merger or consolidation, or if 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 all or substantially all the
      Company's assets.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                6.

              	
                To
      the extent Indemnitee is successful in such proceeding, the Company shall
      indemnify Indemnitee against any and all expenses (including attorney's
      fees) which are incurred by the Indemnitee in connection with any claim
      asserted or action brought by Indemnitee for (i) indemnification or
      advance payment of Expenses by the Company under this Agreement or any
      other agreement or Company By-laws now or hereafter in effect relating to
      Claims for Indemnifiable Events and/or (ii) recovery under any directors'
      and officers' liability insurance policies maintained by the Company,
      regardless of whether Indemnitee ultimately is determined to be entitled
      to such indemnification, advance payment of Expenses or insurance
      recovery, as the case may be.

              


      

      


      
        	
                7.

              	
                If
      Indemnitee is entitled under any provision of this Agreement to
      indemnification by the Company for some or a portion of the Expenses,
      judgments, fines, penalties and amounts paid in settlement of any Claim
      but not, however, for all of the total amount thereof, the Company shall
      nevertheless indemnify Indemnitee for the portion thereof to which
      Indemnitee is entitled.  Notwithstanding any other provision of
      this Agreement, to the extent that Indemnitee has been successful on the
      merits or otherwise in the defense of any Claim relating in whole or in
      part to any Indemnifiable Event or in defense of any issue or matter
      therein, including dismissal without prejudice, Indemnitee shall be
      indemnified against all Expenses incurred in connection
      therewith.

              


      

      


      
        	
                8.

              	
                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
      Indemnitee is not entitled to indemnification or expense advance or that
      indemnification or expense advance is not permitted by applicable
      law.

              


      

      


      
        	
                9.

              	
                The
      Company hereby agrees that, so long as Indemnitee shall continue to serve
      in a capacity referred to in Section 1 hereof, and thereafter so long as
      Indemnitee shall be subject to any possible claim or threatened, pending
      or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative, by reason of the fact that Indemnitee
      served in any capacity referred to in Section 1 hereof, the Company shall
      maintain in effect for the benefit of Indemnitee any Directors' and
      Officers' Liability Insurance presently in force and effect, providing, in
      all respects, coverage at least comparable to that presently provided;
      provided, however, if, in the business judgment of the then Board, either
      (a) the premium cost for such insurance is substantially disproportionate
      to the amount of coverage, or (b) the coverage provided by such insurance
      is so limited by exclusions that there is insufficient benefit from such
      insurance, then and in that event the Company shall not be required to
      maintain such insurance but shall and hereby agrees to the full extent
      permitted by law to hold harmless and indemnify Indemnitee to the fullest
      extent of the coverage which would otherwise have been provided for the
      benefit of Indemnitee.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                (a)

              	
                In
      the event of any changes after the date of this Agreement in any
      applicable law, statute, or rule which expands the right of the Company to
      indemnify a person serving in a capacity referred to in Section 1 hereof,
      such change shall be within the purview of Indemnitee's rights, and the
      Company's obligations, under this Agreement.  In the event of
      any changes in any applicable law, statute, or rule which narrow the right
      of the Company to indemnify a person serving in a capacity referred to in
      Section 1 hereof, such changes, 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.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      indemnification provided by this Agreement shall not be deemed exclusive
      of any rights to which Indemnitee may be entitled under the Company's
      Certificate of Incorporation, its By-laws, any agreement, any vote of
      stockholders or disinterested directors, laws and regulations in effect
      now or in the future, or otherwise, both as to action in Indemnitee's
      official capacity and as to action in another capacity while holding such
      office.

              


      

      


      
        	
                11.

              	
                If
      the indemnification provided in Section 1 is unavailable and may not be
      paid to Indemnitee because such indemnification is not permitted by law,
      then in respect of any threatened, pending or completed action, suit or
      proceeding in which the Company is jointly liable with Indemnitee (or
      would be if joined in such action, suit or proceeding), the Company shall
      contribute to the full extent permitted by law, to the amount of expenses,
      judgments, fines (including excise taxes and penalties) and amounts paid
      in settlement actually and reasonably incurred and paid or payable by
      Indemnitee in such proportion as is appropriate to reflect (i) the
      relative benefits received by the Company on the one hand and Indemnitee
      on the other hand from the transaction from which such action, suit or
      proceeding arose, and (ii) the relative fault of the Company on the one
      hand and of Indemnitee on the other in connection with the events which
      resulted in such expenses, judgments, fines or settlement amounts, as well
      as any other relevant equitable considerations.  The relative
      fault of the Company on the one hand and of Indemnitee on the other shall
      be determined by reference to among other things, the parties' relative
      intent, knowledge, access to information and opportunity to correct or
      prevent the circumstances resulting in such expenses, judgments, fines or
      settlement amounts.  The Company agrees that it would not be
      just and equitable if contribution pursuant to this paragraph were
      determined by pro rata allocation or any other method of allocation which
      does not take account of the foregoing equitable
      considerations.

              


      

      


      
        	
                12.

              	
                All
      obligations of the Company contained herein shall continue during the
      period Indemnitee serves in a capacity referred to in Section 1 hereof of
      the Company and shall continue thereafter so long as Indemnitee shall be
      subject to any possible Claim relating to an Indemnifiable
      Event.

              


      

      


      
        	
                13.

              	
                (a)

              	
                Promptly
      after receipt by Indemnitee of notice of the commencement of any Claim
      relating to an Indemnifiable Event or proceeding in which Indemnitee is
      made or is threatened to be made a party or a witness, Indemnitee shall
      notify the Company of the commencement of such Claim; but the omission so
      to notify the Company shall not relieve the Company from any obligation it
      may have to indemnify or advance expenses to Indemnitee otherwise than
      under this Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Indemnitee
      shall not settle any claim or action in any manner which would impose on
      the Company any penalty, constraint, or obligation to hold harmless or
      indemnify Indemnitee pursuant to this Agreement without the Company's
      prior written consent, which consent shall not be unreasonably
      withheld.

              


      

      


      
        	
                14.

              	
                If
      any Claim relating to an Indemnifiable Event, commenced against Indemnitee
      is also commenced against the Company, the Company shall be entitled to
      participate therein at its own expense, and, except as otherwise provided
      hereinbelow, to the extent that it may wish, the Company shall be entitled
      to assume the defense thereof.  After notice from the Company to
      Indemnitee of its election to assume the defense of any Claim, the Company
      shall not be obligated to Indemnitee under this Agreement for any legal or
      other expenses subsequently incurred by Indemnitee in connection with the
      defense thereof other than reasonable costs of investigation, travel, and
      lodging expenses arising out of Indemnitee's participation in such
      Claim.  Indemnitee shall have the right to employ Indemnitee's
      own counsel in such Claim, but the fees and expenses of such counsel
      incurred after notice from the Company to Indemnitee of its assumption of
      the defense thereof shall be at the expense of Indemnitee unless (i)
      otherwise authorized by the Company, (ii) Indemnitee shall have reasonably
      concluded, and so notified the Company, that there may be a conflict of
      interest between the Company and Indemnitee in the conduct of the defense
      of such Claim, or (iii) the Company shall not in fact have employed
      counsel to assume the defense of such Claim, in which cases the fees and
      expenses of Indemnitee's counsel shall be at the expense of the
      Company.  The Company shall not be entitled to assume the
      defense of any Claim brought by or on behalf of the Company or its
      stockholders or as to which Indemnitee shall have made the conclusion set
      forth in (ii) of this Section
14.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                15.

              	
                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 provisions hereof (whether or not
      similar) nor shall such waiver constitute a continuing
    waiver.

              


      

      


      
        	
                16.

              	
                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 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 bring suit
      to enforce such rights.

              


      

      


      
        	
                17.

              	
                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,
      By-law or otherwise) of the amounts otherwise indemnifiable
      hereunder.

              


      

      


      
        	
                18.

              	
                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, executors, and personal and
      legal representatives.  This Agreement shall continue in effect
      regardless of whether Indemnitee continues to serve as an officer or
      director of the Company or of any other enterprise at the Company's
      request.

              


      

      


      
        	
                19.

              	
                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 full extent permitted by
    law.

              


      

      


      
        	
                20.

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Texas applicable to contracts made and to be performed in
      such state, but excluding any conflicts-of-law rule or principle which
      might refer such governance, construction or enforcement to the laws of
      another state or country.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


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

      


      THE MINT
LEASING, INC.

      


      


      
        	
                By: 

              	/s/
      Jerry Parish	 
	 
      	Jerry
      Parish	
                 

              
	 
      	 	 
      
	 
      	 	 
      
	
                INDEMNITEE

              	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                 

              	/s/
      Michael Hluchanek	 
	 
      	Michael
      Hluchanek	
                 

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        
 

      INDEMNIFICATION
AGREEMENT

      


      
        
 


      


      AGREEMENT, effective as of
July 14, 2008, between The Mint Leasing, Inc., a Nevada corporation (the
"Company"), and _Kelley Kirker ("Indemnitee").

      


      WHEREAS, Indemnitee is a
director (or officer) of the Company;

      


      WHEREAS, both the Company and
Indemnitee recognize the increased risk of litigation and other claims being
asserted against directors and officers of public companies at a time when it
has become increasingly difficult to obtain adequate insurance coverage at
reasonable costs;

      


      WHEREAS, in recognition of
Indemnitees need for substantial protection against personal liability in order
to enhance Indemnitees continued service to the Company in an effective manner,
the Company wishes to provide in this Agreement for the identification of and
the advancing of expenses to Indemnitee to the full extent (whether partial or
complete) permitted by law and as set forth in this Agreement, and, to the
extent insurance is maintained, for the continued coverage of Indemnitee under
the Company's directors' and officers' liability insurance policies, regardless
of any future change in the Certificate of Incorporation, By-Laws, composition
of the Board of Directors, or structure of the Company.;

      


      NOW, THEREFORE, in
consideration of the premises and of Indemnitee's service to the Company,
directly or indirectly, and intending to be legally bound hereby, the parties
hereto agree as follows:

      


      
        	
                1.

              	
                In
      the event Indemnitee was, is, or becomes a party to or a witness or other
      participant in, or is threatened to be made a party to or a witness or
      other participant in, any threatened, pending or completed action, suit or
      proceeding, or any inquiry or investigation, whether conducted by the
      Company or any other party, that Indemnitee in good faith believes might
      lead to any such action, suit or proceeding, whether civil, criminal,
      administrative, investigative or otherwise (a "Claim") by reason of (or
      arising in part out of) the fact that Indemnitee is or was a director,
      officer, employee, agent or fiduciary of the Company, or is or was serving
      at the request of the Company as a director, officer, employee, trustee,
      agent or fiduciary of another corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise, or by reason of anything
      done or not done by Indemnitee in any such capacity (an "Indemnifiable
      Event"), the Company shall indemnify Indemnitee to the full extent
      permitted by law (the determination of which shall be made by the
      Reviewing Party referred to below) as soon as practicable but in any event
      no later than thirty days after written demand is presented to the
      Company, against any and all expenses (including attorneys' fees and all
      other costs, expenses, and obligations paid or incurred in connection with
      investigating, preparing for and defending or participating in the defense
      of (including on appeal) any Claim relating to any Indemnifiable
      Event)  (collectively "Expenses"), judgments, fines, penalties
      and amounts paid in settlement (including all interest, assessments and
      other charges paid or payable in connection with or in respect of such
      judgments, fines, penalties or amounts paid in settlement) of such Claim
      and, if so requested by Indemnitee, the Company shall advance (within two
      business days of such request) any and all such Expenses to
      Indemnitee;  provided, however, that (i) the foregoing
      obligation of the Company shall not apply to a Claim that was commenced by
      the Indemnitee without the prior approval of the Board of Directors of the
      Company unless the Claim was commenced after a Change in Control (as
      defined in Section 5 herein);  (ii) the foregoing obligation of
      the Company shall be subject to the condition that an appropriate person
      or body (the "Reviewing Party") shall not have determined (in a written
      opinion in any case in which the special, independent counsel referred to
      in Section 4 hereof is involved) that Indemnitee would not be permitted to
      be indemnified for such Expenses under applicable law;  and
      (iii) if, when and to the extent that the Reviewing Party determines that
      Indemnitee would not be permitted to be indemnified for such Expenses
      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 (unless Indemnitee has commenced legal
      proceedings in a court of competent jurisdiction to secure a determination
      that Indemnitee should be indemnified under applicable law, in which event
      Indemnitee shall not be required to so reimburse the Company until a final
      judicial determination requiring such reimbursement is made with respect
      thereto as to which all rights of appeal therefrom have been exhausted or
      lapsed) and the Company shall not be obligated to indemnify or advance any
      additional amounts to Indemnitee under this Agreement (unless there has
      been a determination by a court of competent jurisdiction that the
      Indemnitee would be permitted to be so indemnified or entitled to such
      expense advances under applicable
law).

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                If
      there has not been a Change in Control of the Company (as hereinafter
      defined), the Reviewing Party shall be (1) quorum of the Board of
      Directors consisting of directors who are not parties to the action, suit
      or proceeding acting by majority vote, or, (2) if such a quorum is not
      obtainable, or, even if obtainable, a quorum of disinterested directors so
      directs, independent legal counsel by the use of a written opinion or (3)
      the stockholders.  If there has been a Change in Control of the
      Company, the Reviewing Party shall be the special, independent counsel
      referred to in Section 4 hereof.

              


      

      


      
        	
                3.

              	
                If
      Indemnitee has not been indemnified by the expiration of the foregoing
      thirty-day period or received expense advances or if the Reviewing Party
      determines that Indemnitee would not be permitted to be indemnified or be
      entitled to receive expense advances within two days of the request
      therefor in whole or in part under applicable law, Indemnitee shall have
      the right to commence litigation seeking from the court a finding that
      Indemnitee is entitled to indemnification and expense advances or
      enforcement of Indemnitee's entitlement to indemnification and expense
      advances or challenging any determination by the Reviewing Party or any
      aspect thereof that Indemnitee is not entitled to be indemnified or
      receive expense advances and the burden of proving that indemnification or
      advancement of expenses is not appropriate shall be on the Company; any
      determination by the Reviewing Party in favor of Indemnitee shall be
      conclusive and binding on the Company, unless facts supplied by Indemnitee
      which form the basis for the determination are subsequently determined to
      have been materially incorrect at the time supplied.  Indemnitee
      agrees to bring any such litigation in any court in the States of Texas
      having subject matter jurisdiction thereof and in which venue is proper,
      and the Company hereby consents to service of process and to appear in any
      such proceeding.

              


      

      


      
        	
                4.

              	
                The
      Company agrees that if there is a Change in Control of the Company (as
      hereinafter defined), then with respect to all matters thereafter arising
      concerning the rights of Indemnitee to indemnity payments and expense
      advances under this Agreement or any other agreement or By-laws now or
      hereafter in effect relating to Claims for Indemnifiable Events, the
      Company shall seek legal advice only from special, independent counsel
      selected by Indemnitee who a majority of the disinterested Directors
      approves (which approval shall not be unreasonably withheld), and who has
      not otherwise performed services for the Company or
      Indemnitee.  Such counsel, among other things, shall determine
      whether and to what extent Indemnitee is permitted to be indemnified or is
      entitled to expense advances under applicable law and shall render its
      written opinion to the Company and Indemnitee to such
      effect.  The Company agrees to pay the reasonable fees of the
      special, independent counsel referred to above and to fully indemnify such
      counsel against any and all expenses (including attorney's fees), claims,
      liabilities and damages arising out of or relating to this Agreement or
      its engagement pursuant hereto except for willful misconduct or gross
      negligence.

              


      

      


      
        	
                5.

              	
                For
      purposes of this Agreement, (a) "Change in Control of the Company" shall
      be deemed to have occurred if (i) any "person" (as such term is used in
      Sections 13(d)(3) 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, is or becomes the beneficial
      owner (as defined in Rule 13d-3 under said Act), directly or indirectly,
      of securities of the Company representing 20% or more of the combined
      voting power of the Company's then outstanding securities, or (ii) during
      any period of two 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 combined voting power of the voting
      securities of the Company of such surviving entity outstanding immediately
      after such merger or consolidation, or if 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 all or substantially all the
      Company's assets.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                6.

              	
                To
      the extent Indemnitee is successful in such proceeding, the Company shall
      indemnify Indemnitee against any and all expenses (including attorney's
      fees) which are incurred by the Indemnitee in connection with any claim
      asserted or action brought by Indemnitee for (i) indemnification or
      advance payment of Expenses by the Company under this Agreement or any
      other agreement or Company By-laws now or hereafter in effect relating to
      Claims for Indemnifiable Events and/or (ii) recovery under any directors'
      and officers' liability insurance policies maintained by the Company,
      regardless of whether Indemnitee ultimately is determined to be entitled
      to such indemnification, advance payment of Expenses or insurance
      recovery, as the case may be.

              


      

      


      
        	
                7.

              	
                If
      Indemnitee is entitled under any provision of this Agreement to
      indemnification by the Company for some or a portion of the Expenses,
      judgments, fines, penalties and amounts paid in settlement of any Claim
      but not, however, for all of the total amount thereof, the Company shall
      nevertheless indemnify Indemnitee for the portion thereof to which
      Indemnitee is entitled.  Notwithstanding any other provision of
      this Agreement, to the extent that Indemnitee has been successful on the
      merits or otherwise in the defense of any Claim relating in whole or in
      part to any Indemnifiable Event or in defense of any issue or matter
      therein, including dismissal without prejudice, Indemnitee shall be
      indemnified against all Expenses incurred in connection
      therewith.

              


      

      


      
        	
                8.

              	
                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
      Indemnitee is not entitled to indemnification or expense advance or that
      indemnification or expense advance is not permitted by applicable
      law.

              


      

      


      
        	
                9.

              	
                The
      Company hereby agrees that, so long as Indemnitee shall continue to serve
      in a capacity referred to in Section 1 hereof, and thereafter so long as
      Indemnitee shall be subject to any possible claim or threatened, pending
      or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative, by reason of the fact that Indemnitee
      served in any capacity referred to in Section 1 hereof, the Company shall
      maintain in effect for the benefit of Indemnitee any Directors' and
      Officers' Liability Insurance presently in force and effect, providing, in
      all respects, coverage at least comparable to that presently provided;
      provided, however, if, in the business judgment of the then Board, either
      (a) the premium cost for such insurance is substantially disproportionate
      to the amount of coverage, or (b) the coverage provided by such insurance
      is so limited by exclusions that there is insufficient benefit from such
      insurance, then and in that event the Company shall not be required to
      maintain such insurance but shall and hereby agrees to the full extent
      permitted by law to hold harmless and indemnify Indemnitee to the fullest
      extent of the coverage which would otherwise have been provided for the
      benefit of Indemnitee.

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                (a)

              	
                In
      the event of any changes after the date of this Agreement in any
      applicable law, statute, or rule which expands the right of the Company to
      indemnify a person serving in a capacity referred to in Section 1 hereof,
      such change shall be within the purview of Indemnitee's rights, and the
      Company's obligations, under this Agreement.  In the event of
      any changes in any applicable law, statute, or rule which narrow the right
      of the Company to indemnify a person serving in a capacity referred to in
      Section 1 hereof, such changes, 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.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      indemnification provided by this Agreement shall not be deemed exclusive
      of any rights to which Indemnitee may be entitled under the Company's
      Certificate of Incorporation, its By-laws, any agreement, any vote of
      stockholders or disinterested directors, laws and regulations in effect
      now or in the future, or otherwise, both as to action in Indemnitee's
      official capacity and as to action in another capacity while holding such
      office.

              


      

      


      
        	
                11.

              	
                If
      the indemnification provided in Section 1 is unavailable and may not be
      paid to Indemnitee because such indemnification is not permitted by law,
      then in respect of any threatened, pending or completed action, suit or
      proceeding in which the Company is jointly liable with Indemnitee (or
      would be if joined in such action, suit or proceeding), the Company shall
      contribute to the full extent permitted by law, to the amount of expenses,
      judgments, fines (including excise taxes and penalties) and amounts paid
      in settlement actually and reasonably incurred and paid or payable by
      Indemnitee in such proportion as is appropriate to reflect (i) the
      relative benefits received by the Company on the one hand and Indemnitee
      on the other hand from the transaction from which such action, suit or
      proceeding arose, and (ii) the relative fault of the Company on the one
      hand and of Indemnitee on the other in connection with the events which
      resulted in such expenses, judgments, fines or settlement amounts, as well
      as any other relevant equitable considerations.  The relative
      fault of the Company on the one hand and of Indemnitee on the other shall
      be determined by reference to among other things, the parties' relative
      intent, knowledge, access to information and opportunity to correct or
      prevent the circumstances resulting in such expenses, judgments, fines or
      settlement amounts.  The Company agrees that it would not be
      just and equitable if contribution pursuant to this paragraph were
      determined by pro rata allocation or any other method of allocation which
      does not take account of the foregoing equitable
      considerations.

              


      

      


      
        	
                12.

              	
                All
      obligations of the Company contained herein shall continue during the
      period Indemnitee serves in a capacity referred to in Section 1 hereof of
      the Company and shall continue thereafter so long as Indemnitee shall be
      subject to any possible Claim relating to an Indemnifiable
      Event.

              


      

      


      
        	
                13.

              	
                (a)

              	
                Promptly
      after receipt by Indemnitee of notice of the commencement of any Claim
      relating to an Indemnifiable Event or proceeding in which Indemnitee is
      made or is threatened to be made a party or a witness, Indemnitee shall
      notify the Company of the commencement of such Claim; but the omission so
      to notify the Company shall not relieve the Company from any obligation it
      may have to indemnify or advance expenses to Indemnitee otherwise than
      under this Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Indemnitee
      shall not settle any claim or action in any manner which would impose on
      the Company any penalty, constraint, or obligation to hold harmless or
      indemnify Indemnitee pursuant to this Agreement without the Company's
      prior written consent, which consent shall not be unreasonably
      withheld.

              


      

      


      
        	
                14.

              	
                If
      any Claim relating to an Indemnifiable Event, commenced against Indemnitee
      is also commenced against the Company, the Company shall be entitled to
      participate therein at its own expense, and, except as otherwise provided
      hereinbelow, to the extent that it may wish, the Company shall be entitled
      to assume the defense thereof.  After notice from the Company to
      Indemnitee of its election to assume the defense of any Claim, the Company
      shall not be obligated to Indemnitee under this Agreement for any legal or
      other expenses subsequently incurred by Indemnitee in connection with the
      defense thereof other than reasonable costs of investigation, travel, and
      lodging expenses arising out of Indemnitee's participation in such
      Claim.  Indemnitee shall have the right to employ Indemnitee's
      own counsel in such Claim, but the fees and expenses of such counsel
      incurred after notice from the Company to Indemnitee of its assumption of
      the defense thereof shall be at the expense of Indemnitee unless (i)
      otherwise authorized by the Company, (ii) Indemnitee shall have reasonably
      concluded, and so notified the Company, that there may be a conflict of
      interest between the Company and Indemnitee in the conduct of the defense
      of such Claim, or (iii) the Company shall not in fact have employed
      counsel to assume the defense of such Claim, in which cases the fees and
      expenses of Indemnitee's counsel shall be at the expense of the
      Company.  The Company shall not be entitled to assume the
      defense of any Claim brought by or on behalf of the Company or its
      stockholders or as to which Indemnitee shall have made the conclusion set
      forth in (ii) of this Section
14.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      
        	
                15.

              	
                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 provisions hereof (whether or not
      similar) nor shall such waiver constitute a continuing
    waiver.

              


      

      


      
        	
                16.

              	
                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 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 bring suit
      to enforce such rights.

              


      

      


      
        	
                17.

              	
                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,
      By-law or otherwise) of the amounts otherwise indemnifiable
      hereunder.

              


      

      


      
        	
                18.

              	
                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, executors, and personal and
      legal representatives.  This Agreement shall continue in effect
      regardless of whether Indemnitee continues to serve as an officer or
      director of the Company or of any other enterprise at the Company's
      request.

              


      

      


      
        	
                19.

              	
                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 full extent permitted by
    law.

              


      

      


      
        	
                20.

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Texas applicable to contracts made and to be performed in
      such state, but excluding any conflicts-of-law rule or principle which
      might refer such governance, construction or enforcement to the laws of
      another state or country.

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


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

      


      THE MINT
LEASING, INC.

      


      


      
        	
                By:

              	
                /s/ Jerry Parish

              	 
	 
      	
                Jerry
      Parish

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                INDEMNITEE

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                /s/ Kelley Kirker

              	 
	 
      	
                Kelley
      Kirker

              	 


      

    

     

     

    18