EXHIBIT 10.9
                               INDEMNITY AGREEMENT

This INDEMNITY  AGREEMENT (the "Agreement") is dated as of December 31, 2004 and
is made by and between  InfoSearch  Media,  Inc.,  a Delaware  corporation  (the
"Company"),  and Louis  Zehil,  an  officer  or  director  of the  Company  (the
"Indemnitee").

                                    RECITALS

      A. The  Company  is aware  that  competent  and  experienced  persons  are
increasingly  reluctant to serve as directors or officers of corporations unless
they are protected by comprehensive  liability insurance and/or indemnification,
due to increased  exposure to litigation  costs and risks  resulting  from their
service to such corporations,  and due to the fact that the exposure  frequently
bears no  reasonable  relationship  to the  compensation  of such  directors and
officers;

      B. Based on their experience as business managers,  the Board of Directors
of the Company (the "Board") has concluded that, to retain and attract  talented
and  experienced  individuals to serve as officers and directors of the Company,
and to encourage such  individuals to take the business risks  necessary for the
success  of the  Company,  it is  necessary  for the  Company  contractually  to
indemnify  officers and directors and to assume for itself maximum liability for
expenses  and  damages in  connection  with claims  against  such  officers  and
directors in connection with their service to the Company;

      C. Section 145 of the General Corporation Law of Delaware, under which the
Company is organized (the "Law"), empowers the Company to indemnify by agreement
its officers,  directors,  employees and agents,  and persons who serve,  at the
request of the Company,  as  directors,  officers,  employees or agents of other
corporations or  enterprises,  and expressly  provides that the  indemnification
provided by the Law is not exclusive; and

      D. The  Company  desires  and has  requested  the  Indemnitee  to serve or
continue to serve as a director or officer of the Company.  As an  inducement to
serve and in consideration for such service, the Company has agreed to indemnify
the  Indemnitee  for  claims  for  damages  arising  out  of or  related  to the
performance  of such  services to the Company in  accordance  with the terms and
conditions set forth in this Agreement.

NOW, THEREFORE,  the parties hereto, intending to be legally bound, hereby agree
as follows:

1. Definitions.

      1.1 Agent.  For the  purposes  of this  Agreement,  "agent" of the Company
means any person who is or at any time was a director  or officer of the Company
or a subsidiary of the Company;  or is or at any time was serving at the request
of, for the  convenience  of, or to  represent  the interest of the Company or a
subsidiary  of the  Company  as a director  or  officer  of  another  foreign or

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domestic corporation,  partnership,  joint venture, trust or other enterprise or
an affiliate of the Company;  or was a director or officer of another enterprise
or  affiliate  of the Company at the request of, for the  convenience  of, or to
represent the interests of such predecessor  corporation.  The term "enterprise"
includes any employee benefit plan of the Company, its subsidiaries,  affiliates
and predecessor corporations.

      1.2  Expenses.  For purposes of this  Agreement,  "expenses"  includes all
direct and indirect costs of any type or nature whatsoever  (including,  without
limitation,   all   attorneys'   fees  and  related   disbursements   and  other
out-of-pocket  costs)  actually and  reasonably  incurred by the  Indemnitee  in
connection  with  the  investigation,  defense  or  appeal  of a  proceeding  or
establishing or enforcing a right to  indemnification or advancement of expenses
under this Agreement, Section 145 of the Law or otherwise.

      1.3 Proceeding. For the purposes of this Agreement, "proceeding" means any
threatened,  pending or completed  action,  suit,  inquiry or other  proceeding,
whether  civil,  criminal,  administrative,  investigative  or  any  other  type
whatsoever.

      1.4  Subsidiary.  For purposes of this Agreement,  "subsidiary"  means any
corporation  of which more than fifty  percent (50%) of the  outstanding  voting
securities is owned  directly or  indirectly by the Company,  by the Company and
one or more of its subsidiaries or by one or more of the Company's subsidiaries.

2. Agreement to Serve.  The Indemnitee  agrees to serve and/or continue to serve
as an agent  of the  Company,  at the will of the  Company  (or  under  separate
agreement,  if such agreement exists), in the capacity the Indemnitee  currently
serves as an agent of the Company, faithfully and to the best of his ability, so
long as he is duly  appointed or elected and  qualified in  accordance  with the
applicable  provisions of the charter documents of the Company or any subsidiary
of the Company;  provided,  however, that the Indemnitee may at any time and for
any reason resign from such position (subject to any contractual obligation that
the Indemnitee may have assumed apart from this  Agreement),  and the Company or
any  subsidiary  shall have no obligation  under this  Agreement to continue the
Indemnitee in any such  position.  For the  avoidance of doubt,  the Company and
Indemnitee each acknowledge and agree that the resignation or other  termination
of Indemnitee as an agent of the Company under this paragraph 2 shall not impair
any right that  Indemnitee may otherwise have to be indemnified  under the terms
of this Agreement.

3. Directors' and Officers' Insurance. The Company shall, to the extent that the
Board  determines  it  to be  economically  reasonable,  maintain  a  policy  of
directors' and officers'  liability  insurance ("D&O Insurance"),  on such terms
and conditions as may be approved by the Board.

4.  Mandatory  Indemnification.  Subject to Section 9 below,  the Company  shall
indemnify and hold the Indemnitee  harmless to the fullest  extent  permitted by
the Law.  Without  limiting the generality of the  foregoing,  the company shall
indemnify and hold harmless the Indemnitee:

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      4.1 Third Party  Actions.  If the  Indemnitee  is a person who was or is a
party or is  threatened  to be made a party  to any  proceeding  (other  than an
action by or in the right of the Company) by reason of the fact that he is or at
any time was an agent of the Company,  or by reason of anything done or not done
by him in any such capacity, against any and all expenses and liabilities of any
type whatsoever (including,  but not limited to, judgments,  fines, ERISA excise
taxes or penalties  and amounts  paid in  settlement)  actually  and  reasonably
incurred by him in connection  with the  investigation,  defense,  settlement or
appeal  of  such  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful; and

      4.2  Derivative  Actions.  If the  Indemnitee  is a person who was or is a
party or is threatened  to be made a party to any  proceeding by or in the right
of the  Company to procure a judgment in its favor by reason of the fact that he
is or at any time was an agent of the Company,  or by reason of anything done or
not done by him in any such capacity,  against any amounts paid in settlement of
any such proceeding and all expenses actually and reasonably  incurred by him in
connection  with  the  investigation,  defense,  settlement  or  appeal  of such
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in, or not  opposed to, the best  interests  of the  Company;  except that no
indemnification  under  this  subsection  shall be made in respect of any claim,
issue or matter as to which such person shall have been finally  adjudged,  in a
judgment  not  subject  to  appeal,  to be liable to the  Company  by a court of
competent  jurisdiction  due to willful  misconduct of a culpable  nature in the
performance  of his duty to the Company,  unless and only to the extent that the
Court of Chancery in Delaware or the court in which such  proceeding was brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably entitled to indemnity for such amounts which the Court of Chancery or
such other court shall deem proper; and

      4.3  Exception  for  Amounts  Covered by  Insurance.  Notwithstanding  the
foregoing,  the Company shall not be obligated to indemnify the  Indemnitee  for
expenses or liabilities of any type whatsoever  (including,  but not limited to,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  to the extent such have been paid directly to the Indemnitee by D&O
Insurance.

5. Partial Indemnification and Contribution.

      5.1 Partial  Indemnification.  If the  Indemnitee  is  entitled  under any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any expenses or liabilities of any type  whatsoever  (including,  but
not limited to,  judgments,  fines,  ERISA excise taxes or penalties and amounts
paid in settlement) incurred by him in the investigation, defense, settlement or
appeal of a proceeding but is not entitled,  however, to indemnification for all
of the total amount thereof,  then the Company shall nevertheless  indemnify the
Indemnitee  for such total amount except as to the portion  thereof to which the
Indemnitee is not entitled to indemnification.

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      5.2 Contribution. If the Indemnitee is not entitled to the indemnification
provided in Section 4 for any reason other than the  statutory  limitations  set
forth in the Law,  then in  respect  of any  threatened,  pending  or  completed
proceeding in which the Company is jointly  liable with the Indemnitee (or would
be if joined in such proceeding),  the Company shall contribute to the amount of
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  and  paid  or  payable  by  the
Indemnitee  in such  proportion  as is  appropriate  to reflect (i) the relative
benefits received by the Company on the one hand and the Indemnitee on the other
hand from the transaction from which such proceeding arose and (ii) the relative
fault of the Company on the one hand and of the  Indemnitee on the other hand 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 the Indemnitee on the other
hand 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  Section  5 were  determined  by  pro  rata
allocation or any other method of allocation, which does not take account of the
foregoing equitable considerations.

6. Mandatory Advancement of Expenses.

      6.1 Advancement. Subject to Section 9 below, the Company shall advance all
expenses  incurred  by the  Indemnitee  in  connection  with the  investigation,
participation,  defense,  settlement  or appeal of any  proceeding  to which the
Indemnitee  is a party or is threatened to be made a party by reason of the fact
that the  Indemnitee  is or at any time was an agent of the Company or by reason
of anything done or not done by him in any such capacity.  The Indemnitee hereby
undertakes  to promptly  repay such amounts  advanced only if, and to the extent
that, it shall  ultimately be determined  that the Indemnitee is not entitled to
be  indemnified  by the Company  under the  provisions  of this  Agreement,  the
Certificate of Incorporation or Bylaws of the Company, the Law or otherwise. The
advances to be made  hereunder  shall be paid by the  Company to the  Indemnitee
within thirty (30) days following  delivery of a written request therefor by the
Indemnitee to the Company.

      6.2 Exception. Notwithstanding the foregoing provisions of this Section 6,
the Company  shall not be obligated  to advance any  expenses to the  Indemnitee
arising from a lawsuit filed  directly by the Company  against the Indemnitee if
an absolute  majority of the members of the Board reasonably  determines in good
faith,  within  thirty  (30) days of the  Indemnitee's  request  to be  advanced
expenses,  that the facts known to them at the time such  determination  is made
demonstrate  clearly and convincingly that the Indemnitee acted in bad faith. If
such a determination is made, the Indemnitee may have such decision  reviewed by
another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with

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all  references   therein  to   "indemnification"   being  deemed  to  refer  to
"advancement  of  expenses,"  and the burden of proof shall be on the Company to
demonstrate clearly and convincingly that, based on the facts known at the time,
the  Indemnitee  acted in bad faith.  The Company  may not avail  itself of this
Section 6.2 as to a given  lawsuit if, at any time after the  occurrence  of the
activities or omissions  that are the primary focus of the lawsuit,  the Company
has undergone a change in control.  For this purpose,  a change in control shall
mean a given person or group of affiliated  persons or groups  increasing  their
beneficial  ownership interest in the Company by at least twenty (20) percentage
points without advance Board approval.

7. Notice and Other Indemnification Procedures.

      7.1 Promptly after receipt by the Indemnitee of notice of the commencement
of or the threat of commencement of any proceeding, the Indemnitee shall, if the
Indemnitee believes that indemnification with respect thereto may be sought from
the Company  under this  Agreement,  notify the Company of the  commencement  or
threat of commencement thereof.

      7.2 If, at the time of the  receipt of a notice of the  commencement  of a
proceeding  pursuant  to Section 7.1 hereof,  the Company has D&O  Insurance  in
effect,  the  Company  shall  give  prompt  notice of the  commencement  of such
proceeding to the insurers in accordance  with the  procedures  set forth in the
respective  policies.  The  Company  shall  thereafter  take  all  necessary  or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts  payable as a result of such  proceeding in accordance with the terms of
such D&O Insurance policies.

      7.3 In the event the Company  shall be  obligated  to advance the expenses
for any proceeding against the Indemnitee, the Company, if appropriate, shall be
entitled to assume the defense of such proceeding,  with counsel approved by the
Indemnitee  (which  approval  shall  not be  unreasonably  withheld),  upon  the
delivery to the  Indemnitee  of written  notice of its  election to do so. After
delivery of such  notice,  approval of such  counsel by the  Indemnitee  and the
retention of such counsel by the Company,  the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
the  Indemnitee  with respect to the same  proceeding,  provided  that:  (a) the
Indemnitee shall have the right to employ his own counsel in any such proceeding
at the Indemnitee's  expense;  (b) the Indemnitee shall have the right to employ
his own counsel in connection  with any such  proceeding,  at the expense of the
Company,  if such counsel  serves in a review,  observer,  advice and counseling
capacity and does not otherwise materially control or participate in the defense
of such  proceeding;  and (c) if (i) the employment of counsel by the Indemnitee
has been previously  authorized by the Company,  (ii) the Indemnitee  shall have
reasonably  concluded  that  there may be a conflict  of  interest  between  the
Company  and the  Indemnitee  in the  conduct  of any such  defense or (iii) the
Company shall not, in fact, have employed  counsel to assume the defense of such
proceeding,  then the fees and expenses of the Indemnitee's  counsel shall be at
the expense of the Company.

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8. Determination of Right to Indemnification.

      8.1 To the  extent the  Indemnitee  has been  successful  on the merits or
otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this
Agreement or in the defense of any claim, issue or matter described therein, the
Company shall indemnify the Indemnitee  against expenses actually and reasonably
incurred by him in connection with the investigation,  defense or appeal of such
proceeding, or such claim, issue or matter, as the case may be.

      8.2 In the event that  Section 8.1 is  inapplicable,  or does not apply to
the entire  proceeding,  the Company shall nonetheless  indemnify the Indemnitee
unless the  Company  shall  prove by clear and  convincing  evidence  to a forum
listed in  Section  8.3 below  that the  Indemnitee  has not met the  applicable
standard of conduct required to entitle the Indemnitee to such indemnification.

      8.3 The  Indemnitee  shall be  entitled  to select  the forum in which the
validity of the Company's  claim under Section 8.2 hereof that the Indemnitee is
not entitled to indemnification will be heard from among the following:

            (a) a  quorum  of the  Board  consisting  of  directors  who are not
      parties to the proceeding for which indemnification is being sought;

            (b) the  stockholders  of the  Company,  provided  however  that the
      Indemnitee  can  select  a forum  consisting  of the  stockholders  of the
      Company only with the approval of the Company;

            (c) legal counsel  mutually  agreed upon by the  Indemnitee  and the
      Board, which counsel shall make such determination in a written opinion;

            (d) a panel of three  arbitrators,  one of whom is  selected  by the
      Company,  another of whom is  selected by the  Indemnitee  and the last of
      whom is selected by the first two arbitrators so selected; or

            (e) the  Court  of  Chancery  of  Delaware  or  other  court  having
      jurisdiction of subject matter and the parties.

      8.4 As soon as  practicable,  and in no event  later than thirty (30) days
after the forum has been  selected  pursuant to Section  8.3 above,  the Company
shall,  at its own  expense,  submit to the  selected  forum its claim  that the
Indemnitee is not entitled to indemnification,  and the Company shall act in the
utmost  good faith to assure the  Indemnitee  a complete  opportunity  to defend
against such claim.

      8.5 If the forum  selected in accordance  with Section 8.3 hereof is not a
court,  then after the final decision of such forum is rendered,  the Company or
the  Indemnitee  shall  have the  right to apply  to the  Court of  Chancery  of
Delaware,  the court in which the  proceeding  giving  rise to the  Indemnitee's

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claim  for  indemnification  is  or  was  pending  or  any  other  court  having
jurisdiction of subject matter and the parties, for the purpose of appealing the
decision of such forum,  provided that such right is executed  within sixty (60)
days after the final  decision of such forum is rendered.  If the forum selected
in accordance with Section 8.3 hereof is a court, then the rights of the Company
or the  Indemnitee to appeal any decision of such court shall be governed by the
applicable laws and rules governing appeals of the decision of such court.

      8.6 Notwithstanding any other provision in this Agreement to the contrary,
the Company shall indemnify the Indemnitee  against all expenses incurred by the
Indemnitee  in connection  with any hearing or  proceeding  under this Section 8
involving the Indemnitee and against all expenses  incurred by the Indemnitee in
connection  with any other  proceeding  between the  Company and the  Indemnitee
involving the  interpretation  or  enforcement  of the rights of the  Indemnitee
under this Agreement unless a court of competent jurisdiction finds that each of
the material claims and/or defenses of the Indemnitee in any such proceeding was
frivolous or not made in good faith.

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

      9.1 Claims  Initiated by Indemnitee.  To indemnify or advance  expenses to
the  Indemnitee  with  respect to  proceedings  or claims  initiated  or brought
voluntarily by the Indemnitee and not by way of defense,  except with respect to
proceedings  specifically  authorized  by the Board or brought to  establish  or
enforce a right to indemnification  and/or advancement of expenses arising under
this  Agreement,  the charter  documents of the Company or any subsidiary or any
statute or law or otherwise, but such indemnification or advancement of expenses
may be provided  by the  Company in  specific  cases if the Board finds it to be
appropriate; or

      9.2 Unauthorized  Settlements.  To indemnify the Indemnitee  hereunder for
any amounts paid in  settlement of a proceeding  unless the Company  consents in
advance in writing to such  settlement,  which consent shall not be unreasonably
withheld; or

      9.3 Securities Law Actions.  To indemnify the Indemnitee 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
Company  pursuant to the provisions of Section l6(b) of the Securities  Exchange
Act of 1934 and amendments thereto or similar  provisions of any federal,  state
or local statutory law; or

      9.4 Unlawful  Indemnification.  To  indemnify  the  Indemnitee  if a final
decision by a court having jurisdiction in the matter, in a judgment not subject
to appeal,  shall  determine that such  indemnification  is not lawful.  In this
respect,  the Company and the  Indemnitee  have been advised that the Securities
and Exchange Commission takes the position that  indemnification for liabilities
arising  under the  federal  securities  laws is against  public  policy and is,
therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication.

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10.  Non-Exclusivity.  The provisions  for  indemnification  and  advancement of
expenses set forth in this Agreement shall not be deemed  exclusive of any other
rights which the  Indemnitee  may have under any provision of law, the Company's
Certificate of Incorporation or Bylaws,  the vote of the Company's  stockholders
or disinterested directors,  other agreements or otherwise, both as to action in
the  Indemnitee's  official  capacity  and to action in another  capacity  while
occupying his position as an agent of the Company,  and the Indemnitee's  rights
hereunder  shall  continue after the Indemnitee has ceased acting as an agent of
the  Company  and  shall  inure  to the  benefit  of the  heirs,  executors  and
administrators of the Indemnitee.

11. General Provisions.

      11.1 Interpretation of Agreement. It is understood that the parties hereto
intend  this  Agreement  to  be  interpreted  and  enforced  so  as  to  provide
indemnification  and  advancement  of expenses to the  Indemnitee to the fullest
extent now or hereafter permitted by law, except as expressly limited herein.

      11.2 Severability.  If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever, then:

            (a) the  validity,  legality  and  enforceability  of the  remaining
      provisions of this Agreement (including,  without limitation, all portions
      of any paragraphs of this Agreement  containing any such provision held to
      be invalid,  illegal or  unenforceable  that are not  themselves  invalid,
      illegal or  unenforceable)  shall not in any way be  affected  or impaired
      thereby; and

            (b) to the fullest extent possible, the provisions of this Agreement
      (including,  without  limitation,  all portions of any  paragraphs of this
      Agreement  containing any such  provision  held to be invalid,  illegal or
      unenforceable,  that are not themselves invalid, illegal or unenforceable)
      shall be  construed so as to give effect to the intent  manifested  by the
      provision  held invalid,  illegal or  unenforceable  and to give effect to
      Section 11.1 hereof.

      11.3 Modification and Waiver. 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  provision  hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver.

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

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      11.5  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts, which shall together constitute one agreement.

      11.6  Successors and Assigns.  The terms of this Agreement shall bind, and
shall inure to the benefit of, the successors and assigns of the parties hereto.

      11.7 Notice. All notices, requests, demands and other communications under
this  Agreement  shall be in  writing  and shall be deemed  duly  given:  (a) if
delivered  by hand and  signed for by the party  addressee;  or (b) if mailed by
certified or registered  mail, with postage  prepaid,  on the third business day
after the mailing  date.  Addresses  for notices to either party are as shown on
the  signature  page of this  Agreement or as  subsequently  modified by written
notice.

      11.8 Governing Law. This  Agreement  shall be governed  exclusively by and
construed  according  to the  laws of the  State  of  Delaware,  as  applied  to
contracts between Delaware  residents entered into and to be performed  entirely
within Delaware.

      11.9 Consent to  Jurisdiction.  The Company and the Indemnitee each hereby
irrevocably  consent to the  jurisdiction of the courts of the State of New York
for all purposes in connection  with any action or proceeding,  which arises out
of or relates to this Agreement.

      11.10  Attorneys'  Fees. In the event  Indemnitee is required to bring any
action to enforce rights under this Agreement  (including,  without  limitation,
the payment or reimbursement of expenses of any proceeding  described in Section
4), the  Indemnitee  shall be entitled to all  reasonable  fees and  expenses in
bringing and  pursuing  such  action,  unless a court of competent  jurisdiction
finds  each of the  material  claims of the  Indemnitee  in any such  action was
frivolous and not made in good faith.


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


INFOSEARCH MEDIA, INC.                       INDEMNITEE



By:                                          Louis Zehil
   ---------------------------------
Title:
      ------------------------------

Date:                                        Date:
     -------------------------------              ------------------------------
Address:      InfoSearch Media, Inc.         Address:
              4086 Del Rey Avenue            --------------------------
              Marina del Rey, CA 90292
                                             --------------------------

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


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