Unassociated Document


    
      Exhibit
10.8

    

     

    INDEMNIFICATION
AGREEMENT

     

    This
Indemnification Agreement (the “Agreement”) is made and entered as of March ___,
2010 by and between Seaospa, Inc., a Nevada corporation with principal place of
business at 220 12th Avenue,
3rd
Floor, New York, New York 10001 (the “Company”), and ______________
(“Indemnitee”) and the parties agree as follows:

    


    1.           Services by
Indemnitee.  Indemnitee agrees to serve as a director of the
Company so long as he is duly appointed or elected and qualified in accordance
with the applicable provisions of the Articles of Incorporation and bylaws of
the Company or any subsidiary of the Company and until such time as
he  resigns or fails to stand for election or is removed from
his  position.  Indemnitee may, at any time and for any
reason, resign or be removed from such position (subject to any other
contractual obligation or other obligation imposed by operation of law), in
which event the Company shall have no obligation under this Agreement to
continue Indemnitee in any such position.

    


    2.           Indemnification.

    


    (a)           Subject
to the limitations set forth herein and in Sections 2(b) and 4 below, the
Company shall indemnify Indemnitee against Expenses and Liabilities in
connection with any Proceeding (as hereinafter defined) associated with
Indemnitee’s being a director of the Company to the fullest extent permitted by
applicable law, the Articles of Incorporation or the bylaws of the Company in
effect on the date hereof or as such law, Articles of Incorporation or bylaws
may from time to time be amended (but, in the case of any such amendment, only
to the extent such amendment permits the Company to provide broader
indemnification rights than the law, the Articles of Incorporation or the bylaws
permitted the Company to provide before such amendment).  The right to
indemnification provided in the Company’s bylaws shall be presumed to have been
relied upon by Indemnitee in serving or continuing to serve the Company and
shall be enforceable as a contract right.  Without diminishing the
scope of the indemnification provided by this Section 2, the Company shall
indemnify Indemnitee whenever he is or was a party or is threatened to be made a
party to any Proceeding, including without limitation any such Proceeding
brought by or in the right of the Company, because he is or was a director of
the Company or because of anything done or not done by him in such capacity,
against Expenses and Liabilities actually and reasonably incurred by Indemnitee
or on his behalf in connection with such Proceeding, including the costs of any
investigation, defense, settlement or appeal.  In addition to, and not
as a limitation of, the foregoing, the rights of indemnification of Indemnitee
provided under this Agreement shall include those rights set forth in Sections
3, 7, 8, and 12 below.  Notwithstanding the foregoing, the Company
shall be required to indemnify and hold Indemnitee harmless in connection with a
Proceeding commenced by Indemnitee (other than a Proceeding commenced by
Indemnitee to enforce  Indemnitee's rights under this Agreement) only
if the commencement of such Proceeding was authorized by the board of directors
of the Company (the “Board of Directors”).

    


    (b)           Notwithstanding
anything in this Agreement to the contrary, the Company shall not be obligated
under this Agreement to continue to indemnify Indemnitee with respect
to;


    
      
         


      

      
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              (i)

            	
              any
      claim, issue or matter after Indemnitee is finally adjudged to be liable
      to the Company by a court of competent jurisdiction due to gross
      negligence, fraud, knowing violation of the law or willful misconduct
      unless and to the extent that a court in which the action was heard
      determines that Indemnitee is entitled to indemnification for such amounts
      as the court deems proper; provided, that until such time as a final
      adjudication is made as to Indemnitee’s gross negligence, fraud, knowing
      violation of law or willful misconduct, the Company shall advance
      Indemnitee his Expenses in accordance with Section 3 herein, subject to
      repayment as described in Section 3 in the event of a final adjudication
      of gross negligence, fraud, knowing violation of law or willful
      misconduct;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      reporting or accounting of profits made (1) for an improper personal
      profit without full and fair disclosure to the Company of all material
      conflicts of interest and not approved thereof by a majority of the
      disinterested members of the Board of Directors, or (2) from the purchase
      or sale by Indemnitee of securities of the Company within the meaning of
      Section 16 of the Securities Exchange Act of 1934 as amended, or similar
      provisions of any state statutory or common
law;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      attempt to acquire, or obtain voting rights with respect to, at least
      fifty percent (50%) of the then outstanding voting stock of the Company,
      whether by tender offer, proxy solicitation or otherwise, if (a)
      Indemnitee attempted to acquire or obtain voting rights with respect to
      such stock or was or became a member of a group consisting of two or more
      persons that had agreed (whether formally or informally and whether or not
      in writing) to act together for the purpose of acquiring, obtaining voting
      rights with respect, holding, voting or disposing of such stock, and (b)
      such attempt to acquire or obtain voting rights with respect to such stock
      was not approved by a majority of the directors of the Company, for
      purposes of determining whether any tender offer,  proxy
      solicitation or other transaction constituted an attempt by Indemnitee, or
      a group (as described above) of which Indemnitee was or became a member,
      to acquire or obtain voting rights with respect to at least fifty percent
      (50%) of the then outstanding voting stock of the Company, there shall be
      counted toward the request number of shares of voting stock any shares
      which, immediately prior to the commencement of such tender offer, proxy
      solicitation or other transaction, (x) were owned by Indemnitee or any
      member of any such group, (y) Indemnitee or any member of any such group
      had the right to vote, or (z) Indemnitee or any member of any such group
      had the right to acquire;

            


    


    
      
         


      

      
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              (iv)

            	
              any
      solicitation of proxies by Indemnitee, or by a group of which he was or
      became a member consisting of two or more persons that had agreed (whether
      formally or informally and whether or not in writing) to act together for
      the purpose of soliciting proxies, in opposition to any solicitation of
      proxies approved by the Company’s Board of
  Directors;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              any
      act or omission by Indemnitee that constitutes a breach of or default
      under any agreement between Indemnitee and the Company;
  or

            


    

    


    
      	
               
      

            	
              (vii)

            	
              to
      the extent it would be otherwise prohibited by law, if so established by a
      court having jurisdiction in the matter in a judgment or other final
      adjudication (and, in this respect, both the Company and Indemnitee have
      been advised that the U.S. Securities and Exchange Commission believes
      that indemnification for liabilities arising under the federal securities
      laws is against public policy and is, therefore,
      unenforceable).

            


    

    


    (c)           Indemnitee
shall be paid promptly by the Company all amounts necessary to effectuate the
indemnity described in Section 2(a).

    


    3.           Advancement of
Expenses.     All reasonable Expenses incurred
by or on behalf of Indemnitee shall be advanced from time to time by the Company
to him within thirty (30) days after the receipt by the Company of a written
request for an advance of Expenses, whether prior to or after final disposition
of a proceeding (except to the extent that there has been a Final Adverse
Determination that Indemnitee is not entitled to be indemnified for such
Expenses), including without limitation any proceeding brought by or in the
right of the Company; provided, however, that Indemnitee shall not be entitled
to the advancement of expenses in connection with any proceeding relating to his
termination by or resignation from the Company or arising out of the
circumstances described in Sections 2(b), (ii), (iii) or (iv).  The
written request for and advancement of any and all Expenses under this paragraph
shall contain reasonable detail of the Expenses incurred by Indemnitee and, if
required by law at the time of such advance, shall include or be preceded or
accompanied by a written undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined by a court of competent
jurisdiction that Indemnitee is not entitled to be indemnified against such
Expenses.  If required by law at the time of such advance, Indemnitee
hereby agrees to repay any and all Expenses advanced if it is ultimately
determined that Indemnitee is not entitled to be indemnified pursuant to the
terms of the Agreement.

    


    4.           Additional
Limitations.   The foregoing indemnity and advancement of
Expenses shall apply only to the extent that Indemnitee has not been indemnified
and reimbursed pursuant to such insurance as the Company may maintain for
Indemnitee’s benefit, or otherwise, provided, however, that notwithstanding the
availability of such other indemnification and reimbursement, Indemnitee may
claim indemnification and advancement of Expenses pursuant to this Agreement by
assigning to the Company, at its request, Indemnitee’s claims under such
insurance to the extent Indemnitee has been paid by the
Company.


    
      
         


      

      
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    5.           Insurance and
Funding.  Within a commercially reasonable time from the date
hereof, the Company shall purchase and maintain insurance to protect itself
and/or Indemnitee against any Expenses and Liabilities in connection with any
proceeding to the fullest extent permitted by applicable laws.  The
Company may create a trust fund, grant and interest in assets or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification or advancement of
Expenses as provided in this Agreement.

    


    6.           Procedure for Determination
of Entitlement to Indemnification.

    


    (a)           Whenever
Indemnitee believes that he is entitled to indemnification pursuant to this
Agreement, Indemnitee shall submit a written request for indemnification to the
Company. Any request for indemnification shall include sufficient documentation
or information reasonably available to Indemnitee to support his claim for
indemnification. Indemnitee shall submit his claim for indemnification within a
reasonable time not to exceed five years after any judgment, order, settlement,
dismissal, arbitration award, conviction, acceptance of a plea of nolo
contendere or its equivalent, final termination or other disposition or partial
disposition of any proceeding, whichever is the later date for which Indemnitee
requests indemnification. The president or the secretary or other appropriate
officer of the Company shall, promptly upon receipt of Indemnitee’s request for
indemnification, advise the Board of Directors of the Company in writing that
Indemnitee has made such request.  Determination of Indemnitee’s
entitlement to indemnification shall be made not later than sixty (60) days
after the Company’s receipt of the written request for such
indemnification.

    


    (b)           The
majority of disinterested directors, or if such majority does not exist, the
full Board of Directors, shall be entitled to select the forum in which
Indemnitee’s request for indemnification will be heard, which selection shall be
included in the written request for indemnification required in Section
6(a).  The forum shall be any one of the following:

    


    
      	
               
      

            	
              (i)

            	
              The
      stockholders of the Company;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              A
      quorum of the Board of Directors consisting of disinterested
      directors;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Independent
      legal counsel, who shall make the determination in a written opinion;
      or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              A
      panel of three arbitrators, one selected by the Company, another by
      Indemnitee and the third by the first two arbitrators
      selected.  If for any reason three arbitrators are not selected
      within thirty (30) days after the appointment of the first arbitrator,
      then selection of additional arbitrators shall be made by the American
      Arbitration Association.  If any arbitrator resigns or is unable
      to serve in such capacity for any reason, the American Arbitration
      Association shall select such arbitrator’s replacement.  The
      arbitration shall be conducted pursuant to the commercial arbitration
      rules of the American Arbitration Association now in
    effect.

            


    


    
      
         


      

      
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    (c)           Upon
making a request for indemnification, Indemnitee shall be presumed to be
entitled to indemnification under this Agreement and the Company shall have the
burden of proof to overcome that presumption in reaching any contrary
determination.  The termination of any proceeding by judgment, order,
settlement, arbitration award or conviction, or upon a plea of nolo contendere
or its equivalent shall not affect this presumption or, except as provided in
Section 2 or 4 hereof, establish a presumption with regard to any factual matter
relevant to determining Indemnitee’s rights to indemnification
hereunder.

    


    7.           Fees and Expenses of
Independent Legal Counsel.  The Company agrees to pay the
reasonable fees and expenses of independent legal counsel or a panel of three
arbitrators should such counsel or such panel of arbitrators be retained to make
a determination of Indemnitee’s entitlement to indemnification pursuant to
Section 6 of this Agreement, and to fully indemnify such counsel or by any of
them arising out of or relating to this Agreement or their engagement pursuant
hereto, except with respect to expenses and losses resulting from the negligence
or willful misconduct of such persons.

    


    
      	
               
      

            	
              8.

            	
              Remedies of
      Indemnitee.

            


    

    


    (a)           In
the event that (i) a determination pursuant to Section 6 hereof is made that
Indemnitee is not entitled to indemnification, (ii) advances of Expenses are not
made pursuant to this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 6(b) of this Agreement
within 60 days after receipt by the Company of the request for indemnification,
or (iv) payment has not been timely made following a determination of
entitlement to indemnification pursuant to this Agreement, Indemnitee shall be
entitled to a final adjudication in any court of competent jurisdiction of his
rights.  Indemnitee shall commence such proceeding seeking an
adjudication within 180 days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this Section
8(a).  The Company shall not oppose Indemnitee’s right to seek any
such adjudication.

    


    (b)           
In the event that a determination that Indemnitee is not entitled to
indemnification, in whole or in part, has been made pursuant to Section 6
hereof, the decision in the judicial proceeding provided in paragraph (a) of
this Section 8 shall be made de novo and Indemnitee shall not be prejudiced by
reason of a determination that he is not entitled to
indemnification.

    


    (c)           If
a determination that Indemnitee is entitled to indemnification has been made
pursuant to Section 6 hereof or otherwise pursuant to the terms of this
Agreement, the Company shall be bound by such determination in the absence of
(i) any misrepresentation of a material fact by Indemnitee or (ii) a specific
finding (which has become final) by a court of competent jurisdiction that all
or any part of such indemnification is expressly prohibited by Nevada
law.

    


    (d)           In
any court proceeding pursuant to this Section 8, the Company shall be precluded
from asserting that the procedures and presumptions of this Agreement are not
valid, binding and enforceable.  The Company shall stipulate in any
such court that the Company is bound by all provisions of this
Agreement.


    
      
         


      

      
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    9.           Modification, Waiver,
Termination, and Cancellation.  No supplement, modification,
termination, cancellation 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.

    


    10.         Notice by Indemnitee and
Defense of Claim.  Indemnitee shall promptly notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any matter, whether civil,
criminal, administrative or investigative, but the omission to notify the
Company will not relieve the Company from any liability which it may have to
Indemnitee if such omission does not prejudice the Company’s
rights.  If such omission does prejudice the Company’s rights, the
Company will be relieved from liability only to the extent of such prejudice,
nor will such omission relieve the Company from any liability which it may have
to Indemnitee otherwise than under this Agreement.  With respect to
any proceeding as to which Indemnitee notifies the Company of the commencement
thereof;

    


    (a)           The
Company will be entitled to participate therein at its own expense;
and

    


    (b)           The
Company jointly with any other indemnifying party similarly notified will be
entitled to assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee; provided, however, that the Company shall not be entitled to assume
the defense of any proceeding if there has been a Change of Control or if
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee with respect to such
proceeding.  After notice from the Company to Indemnitee of its
election to assume the defense thereof, the Company will not be liable to
Indemnitee under this Agreement for any Expenses subsequently incurred by
Indemnitee in connection with the defense thereof, other than reasonable costs
of investigation or as otherwise provided below.  Indemnitee shall
have the right to employ its own counsel in such proceeding but the fees and
expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at the expense of Indemnitee
unless;

    


    
      	
               
      

            	
              (i)

            	
              The
      employment of counsel by Indemnitee has been authorized by the
      Company;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Indemnitee
      shall have reasonably concluded on the advice of counsel that there may be
      a conflict of interest between the Company and Indemnitee with respect to
      such proceeding; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      Company shall not in fact have employed counsel to assume the defense in
      such proceeding or shall not in fact have assumed such defense and be
      acting in connection therewith with reasonable diligence; in each of which
      cases the fees and expenses of such counsel shall be at the expense of the
      Company.

            


    


    
      
         


      

      
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    (c)           The
Company shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any action or claim effected without its written
consent.  The Company shall not settle any proceeding in any manner
which would subject Indemnitee to a penalty or cost without Indemnitee’s written
consent.  Neither the Company nor Indemnitee will unreasonably
withhold its or his consent to any proposed settlement.

    


    11.         Notices.  All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
by overnight courier such as Federal Express, or sent by certified or registered
mail with postage prepaid, addressed

    


    
      
        
          
            
              
                
                  	
                          If
      to Indemnitee, to:

                        	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                          If
      to the Company, to:

                        	
                          Seaospa,
      Inc.

                        
	 
      	
                          c/o
      Thwapr, Inc.

                        
	 
      	
                          220
      12th
      Avenue, 3rd
      Floor

                        
	 
      	
                          New
      York, New York 10001

                        
	 
      	
                          Attention:
      Barry Hall

                        
	 
      	
                          Telephone
      No.: (212) 268-0220

                        
	 
      	
                          Facsimile
      No.: _____________

                        
	 
      	 
      
	
                          with
      a copy to:

                        	
                          Greenberg
      Traurig, LLP

                        
	 
      	
                          1201
      K Street, Suite 1100

                        
	 
      	
                          Sacramento,
      California 95814

                        
	 
      	
                          Attention:
      Mark C. Lee, Esq.

                        
	 
      	
                          Telephone
      No.: (916) 442-1111

                        
	 
      	
                          Facsimile
      No.: (916)
448-1709

                        


                

              

            

          

        

      

    

    


    or to
such other address as may have been furnished to Indemnitee by the Company or to
the Company by Indemnitee, as the case may be.  Notices given as set
forth herein shall be conclusively deemed to have been received by the party to
whom addressed upon receipt, if delivered personally or by overnight courier,
and three business days after the same is deposited in the United States mail if
sent by certified or registered mail.

    


    12.         Nonexclusivity.  The
rights of Indemnitee hereunder shall not be deemed exclusive of any other rights
to which Indemnitee may now or in the future be entitled under Nevada
corporation law, the Company’s Articles of Incorporation or bylaws and
amendments thereto, or any agreements, vote of stockholders, resolution of the
Board of Directors or otherwise.

    


    13.         Certain
Definitions.

    


    (a)           “Change in Control” shall be
deemed to have occurred if:


    
      
         


      

      
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              (i)

            	
              Any
      person (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended), other than a trustee or other fiduciary
      holding securities under an employee benefit plan of the Company or a
      corporation owned directly or indirectly by the stockholders of the
      Company in substantially the same proportions as their ownership of stock
      of the Company, hereafter becomes the “beneficial owner” (as defined in
      Rule 13d-3 under said Act), directly or indirectly, of securities of the
      Company representing more than fifty percent (50%) of the total voting
      power represented by the Company’s then outstanding voting securities;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              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 eighty percent (80%) of the total voting power
      represented by the voting securities of the Company or such surviving
      entity outstanding immediately after such merger or consolidation,
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              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 of the Company’s assets, provided, however, that any
      other provision of this Section 13(a) notwithstanding, the term "Change in
      Control" shall not include a transaction, if undertaken at the election of
      the Company, the result of which is to sell all or substantially all of
      the assets of the Company to another corporation (the "surviving
      corporation"); provided that the surviving corporation is owned directly
      or indirectly by the stockholders of the corporation immediately following
      such transaction in substantially the same proportions as
      their  ownership of the Corporation's common stock immediately
      preceding such transaction; and provided, further, that the surviving
      corporation expressly assumes this
Agreement.

            


    

    


    (b)           “Disinterested Director” shall
mean a director of the Company who is not or was not a party to the proceeding
in respect of which indemnification is being sought by Indemnitee.

    


    (c)           “Expenses” shall include all
direct and indirect costs (including, without limitation, attorneys fees,
retainers, court costs, transcripts, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, all other disbursements or out of pocket
expenses and reasonable compensation for time spent by Indemnitee for which he
is otherwise not compensated by the Company) actually and reasonably incurred in
connection with a proceeding or establishing or enforcing a right to
indemnification under this Agreement, applicable law or otherwise; provided,
however, that Expenses shall not include any liabilities.


    
      
         


      

      
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    (d)           “Final Adverse Determination”
shall mean that a determination that Indemnitee is not entitled to
indemnification shall have been made pursuant to Section 6 hereof and either (i)
a final adjudication in a court of competent jurisdiction pursuant to Section
8(a) hereof shall have denied Indemnitee’s right to indemnification hereunder,
or (ii) Indemnitee shall have failed to file a complaint in a court of competent
jurisdiction pursuant to Section 8(a) for a period of one hundred twenty (120)
days after the determination made pursuant to Section 6 hereof.

    


    (e)           “Indemnification Period” shall
mean the period of time during which Indemnitee shall continue to serve as a
director of the Company, and thereafter so long as Indemnitee shall be subject
to any possible proceeding arising out of acts or omissions Indemnitee as a
director of the Company.

    


    (f)           “Independent Legal Counsel”
shall mean a law firm or a member of a law firm selected by the Company and
approved by Indemnitee (which approval shall not be unreasonably withheld) and
that neither is presently nor in the past five years has been retained to
represent; (i) the Company or any of its subsidiaries or affiliates, or
Indemnitee or any corporation as to which Indemnitee was or is a director,
officer, employee or agent, or any subsidiary or affiliate of such a
corporation, in any material matter, or (ii) any other party to the proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding
the foregoing, the term Independent Legal Counsel shall not include any person
who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing the Company or Indemnitee in
an action to determine Indemnitee’s right to indemnification under this
Agreement.

    


    (g)           “Liabilities” shall mean
liabilities of any type whatsoever including, but not limited to, any judgments,
fines, ERISA excise taxes and penalties, 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 any proceeding.

    


    (h)           “Proceeding” shall mean any
threatened, pending or completed action, claim, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative, including
any appeal therefrom.

    


    14.         Binding Effect, Duration and
Scope of Agreement.     This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), spouses, heirs and
personal and legal representatives.  This Agreement shall continue in
effect during the indemnification period, regardless of whether Indemnitee
continues to serve as a director.

    


    15.         Severability.    If
any provision or provisions of this Agreement (or any portion thereof) shall be
held to be invalid, illegal or unenforceable for any reason
whatsoever:


    
      
         


      

      
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    (a)           the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby; and

    


    (b)           to
the fullest extent legally possible, the provisions of this Agreement shall be
construed so as to give effect to the intent of any provision held invalid,
illegal or unenforceable.

    


    16.         Governing Law and
Interpretation of Agreements.  This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Nevada
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws, except that Delaware law,
including future amendments during the term of this Agreement, shall be applied
in determining the scope and extent of the phrase “to the fullest extent
permitted by applicable law,” in Section 2 of this Agreement.

    


    17.         Consent to
Jurisdiction.  The Company and Indemnitee irrevocably consent
to the jurisdiction of the courts of the State of Nevada for all purposes in
connection with any action or proceeding which arises out of or relates to this
Agreement.

    


    18.         Attorneys
Fees.  In any proceeding brought to enforce any provision of
this Agreement, or to seek damages for a breach of any provision hereof, or when
any provision hereof is validly asserted as a defense, the prevailing party
shall be entitled to receive from the other party all reasonable attorneys fees
and costs in connection therewith.

    


    19.         Authorization.  Company
has all necessary power and authority to enter into and perform its obligations
under this Agreement, and the execution, delivery and performance of this
Agreement have been duly authorized by all necessary action on the part of the
Company and its officers, directors and shareholders.  No
authorization, consent or approval of or filing with any governmental authority
or any other person is required to be obtained or made by Company in connection
with the execution, delivery or performance of this Agreement.

    


    20.         Confidentiality.  Unless
otherwise required by law, Company agrees to, and shall undertake all necessary
action required to, keep confidential all information which relates to any
Expense or any transaction or defense or indemnity arising out of this Agreement
which relates to Indemnitee.

    


    21.         Maintenance of Obligation to
Indemnify.  Company hereby covenants and agrees that it shall
not permit the indemnification provided to Indemnitee as set forth in this
Agreement to be compromised, restricted, limited, or eliminated in any manner,
including by way of amendment of Company’s bylaws and other governing
documents.

    


    22.         Further
Assurances.  Each party shall execute such instruments and
other documents, and take such action as may be required, as the other party may
reasonably request, for the purpose of carrying out or evidencing the
transactions contemplated hereby.

    


    23.         Entire
Agreement.  This Agreement represents the entire agreement
between the parties hereto, and there are no other agreements, contracts or
understandings between the parties hereto with respect to the subject matter of
this Agreement, except as specifically referred to herein or as provided in
Section 12 hereof.


    
      
         


      

      
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    24.         Counterparts.    This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEROF, the undersigned have executed this Agreement as of the day and
year first written above.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            Company

                          
	 
      	 
      
	 
      	
                            SEAOSPA,
      INC.,

                          
	 
      	
                            a
      Nevada corporation

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	
                            Name:

                          	 
      
	 
      	
                            Title:

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Indemnitee

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	
                            Name:

                          	 
      
	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      Signature
Page to Indemnification Agreement

    

     

    
      
         


      

      
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