AGREEMENT FOR INDEMNIFICATION

     THIS AGREEMENT FOR  INDEMNIFICATION  ("Agreement") is made and entered into
as of the 12th day of April  2000,  by and  between  TMEX  USA,  Inc.,  a Nevada
corporation  ("Corporation"),  and  Crofton  Cooper,  Chief  Executive  Officer,
Secretary, Treasurer and a director of the Corporation ("Indemnitee").

                                    RECITALS

     A.  The   Corporation   and  the  Indemnitee   understand  and  agree  that
interpretations of statutes,  regulations, court opinions, and the Corporation's
Articles  of  Incorporation  and  Bylaws,  are  too  uncertain  to  provide  the
Corporation's officers and directors with adequate or reliable advance knowledge
or guidance with respect to the legal risks and potential  liabilities  to which
they may become  exposed  personally as a result of  performing,  in good faith,
their duties as officers and directors of the Corporation.

     B. The Corporation and the Indemnitee are aware of the substantial increase
in the  number of  litigation  matters  filed  against  corporate  officers  and
directors.

     C. The  Corporation and the Indemnitee are aware that the cost of defending
those  litigation   matters,   whether  or  not  those  litigation  matters  are
meritorious,  may be in excess of the  financial  resources  of the officers and
directors of the Corporation or may  significantly  exceed the limited  benefits
derived by persons serving as officers and directors of the Corporation.

     D. The  Corporation  and the  Indemnitee are aware that the legal risks and
potential officer and director liabilities,  or the very threat thereof, and the
resulting substantial time endured, and fees and expenses incurred, in defending
against such litigation matters have no reasonable  logical  relationship to the
amount of  compensation  received by the  Corporation's  officers and directors.
These  factors (i) cause a significant  deterrent to, and (ii) induce  increased
reluctance on the part of,  experienced and capable persons to serve as officers
and directors of the Corporation.

     E. The  Corporation has  investigated  the  availability  and deficiency of
liability  insurance  to  provide  its  officers  and  directors  with  adequate
protection  against the  foregoing  legal risks and potential  liabilities.  The
Corporation  has  concluded  that  such  insurance  does  not  provide  adequate
protection  to  the  Corporation's  officers  and  directors.   Therefore,   the
Corporation believes it will be in the best interests of the Corporation and

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its  shareholders for the Corporation to agree with the  Corporation's  officers
and  directors,  including  the  Indemnitee,  to  indemnify  those  officers and
directors,  to the most  complete  extent  permitted  by law,  against  personal
liability for actions taken in the good faith performance in their duties to the
Corporation.

     F.  Section  78.7502  of the  General  Corporation  Law of  Nevada  ("Law")
specifies   the   circumstances   regarding   the   mandatory   and   permissive
indemnification  by a Nevada corporation of the officers,  directors,  employees
and agents of that corporation, and those provisions (i) require indemnification
in certain  circumstances,  (ii) permit  indemnification in other circumstances,
and (iii) prohibit indemnification in some circumstances.

     G.  The  members  of  the  Board  of  Directors  of  the  Corporation  have
determined, after careful consideration and investigation of the various options
available,  that the provisions of this Agreement are reasonable,  prudent,  and
necessary to promote and ensure the best  interests of the  Corporation  and its
shareholders.  The  provisions  of the  Agreement are intended to (i) induce and
encourage  significantly  experienced and capable persons such as the Indemnitee
to serve as officers  and  directors of the  Corporation;  (ii)  encourage  such
persons to resist what they consider to be unjustifiable  litigation matters and
claims made against them regarding the good faith performance of their duties to
the  Corporation,  secure in the knowledge  that certain  expenses,  costs,  and
liabilities incurred by them in their defense of such litigation matters will be
borne  and paid by the  Corporation  and that  they  will  receive  the  maximum
protection  against such risks and  liabilities as legally may be made available
to them;  and (iii)  encourage  officers  and  directors of the  Corporation  to
exercise their best business judgment  regarding matters which will be submitted
to them for consideration, without undue concern for the risk that claims may be
made against them because they are officers or directors of the Corporation.

     H. The Corporation  desires to cause the Indemnitee to continue to serve as
an officer and director of the Corporation free from concern for  unpredictable,
inappropriate,  or unreasonable legal risk and personal liabilities by reason of
his acting in good faith in the  performance  of his duties to the  Corporation.
The Indemnitee  desires to serve as an officer and director of the  Corporation;
provided,  however, and on the express condition,  that he is furnished with the
indemnification specified by the provisions of this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS,  PREMISES, PROMISES,
COVENANTS,  AGREEMENTS,  AND  UNDERTAKINGS  SPECIFIED BY THE  PROVISIONS OF THIS
AGREEMENT  AND FOR  OTHER  GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY


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<PAGE>


OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED  LEGALLY AND
EQUITABLY, THE PARTIES TO THIS AGREEMENT AGREE WITH EACH OTHER AS FOLLOWS:

     1. Definitions. For the purposes of this Agreement, the following words and
terms shall be defined as follows:

     (a)  The term "Proceeding" does and shall include any threatened,  pending,
          or  completed  action,   inquiry,   lawsuit,   litigation  matter,  or
          proceeding,  whether  commenced  in the  name of the  Corporation,  or
          otherwise,   and   whether   civil,   criminal,   administrative,   or
          investigative  in nature,  including,  but not  limited  to,  actions,
          inquiries,   investigations,   litigation   matters,   or  proceedings
          commenced   pursuant  to  or  predicated  on  the  provisions  of  the
          Securities  Act of 1933, as amended;  the  Securities  Exchange Act of
          1934, as amended; their respective state and provincial  counterparts;
          and any rule or regulation  promulgated pursuant thereto, in which the
          Indemnitee may be, or may have been involved as, a party, or otherwise
          (other than  plaintiff  against the  Corporation),  because of (i) the
          fact that the  Indemnitee  is or was an  officer  or  director  of the
          Corporation,  (ii) any action  taken by the  Indemnitee,  or (iii) any
          inaction by the Indemnitee  while he is or was  functioning as such an
          officer or director of the Corporation.

     (b)  The term  "Expenses"  includes,  but is not  limited  to,  expenses of
          investigations,  judicial or  administrative  proceedings  or appeals,
          court costs,  attorneys' fees and  disbursements,  and any expenses of
          establishing a right to indemnification  pursuant to applicable law or
          the provisions of Paragraph 7 of this Agreement.

     (c)  References to "other enterprise" does and shall include each entity of
          and for which the  Corporation is the managing agent and references to
          "serving at the request of the Corporation" does and shall include any
          service  by  the   Indemnitee  as  an  officer  and  director  of  the
          Corporation  which  imposes  duties on, or  involves  services  by the
          Indemnitee while functioning as such officer and director with respect
          to any such entity, its members,  partners,  or beneficiaries;  and if
          the  Indemnitee  acts in good  faith  and in a  manner  he  reasonably
          believes to be in the best  interests  of the  members,  partners  and
          beneficiaries  of such entity,  the Indemnitee shall be deemed to have
          acted  in  a  manner  "not  opposed  to  the  best  interests  of  the
          Corporation," as that



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<PAGE>


          phrase is contemplated by the provisions of this Agreement.

     (d)  For the purposes of this Agreement,  the Indemnitee shall be deemed to
          have been acting as an "Agent" if he was  functioning  in his capacity
          as  (i)  an  officer  of  the  Corporation,  (ii)  a  director  of the
          Corporation,  (iii) a member of a committee  of the Board of Directors
          of the  Corporation,  or (iv) a  representative  or agent of any other
          enterprise  at the  request of the  Corporation,  whether or not he is
          functioning  in such  capacity at the time any liability or expense is
          incurred for which  indemnification  or reimbursement  can be provided
          pursuant to the provisions of this Agreement.

     (e)  The term "Applicable Standard" means that the Indemnitee acted in good
          faith and in a manner that the Indemnitee reasonably believed to be in
          the best  interests  of the  Corporation;  except  that in a  criminal
          proceeding,  the Indemnitee must also have had no reasonable  cause to
          believe that the Indemnitee's conduct was unlawful. The termination of
          any Proceeding by judgment,  order,  settlement,  conviction or upon a
          plea of nolo  contendere  or any  equivalent  procedure  shall not, of
          itself, create any presumption,  or establish, that the Indemnitee did
          not satisfy the "Applicable Standard."

     (f)  "Independent Legal Counsel" shall include any law firm selected by the
          regular  counsel  for the  Corporation  from a list of law firms which
          satisfy reasonable  criteria  established by the Board of Directors of
          the Corporation;  provided, however, such law firm has not represented
          the  Corporation,  the  Indemnitee,  or any person  controlled  by the
          Indemnitee within the preceding 24 calendar months.

     (g)  The term  "Estate"  shall  include  the  following  terms as those are
          understood by applicable law:

          (1)  The   duly   appointed   and   qualified   executor,   executrix,
               administrator,   administratrix,   administrator  with  the  Will
               annexed,  or administratrix  with the Will annexed, of the estate
               of a decedent;

          (2)  The surviving joint tenant of a decedent,  when shares of capital
               stock  issued by the  Corporation  are owned by a decedent  and a
               person who is not active in the  business of the  Corporation  as
               joint tenants;


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<PAGE>


          (3)  Any other person who, because of the community  property or other
               law of any jurisdiction,  may acquire,  by reason of the death of
               such decedent, and without formal probate proceedings, any right,
               title, or interest in or to shares of capital stock issued by the
               Corporation to such decedent; or

          (4)  An  irrevocable  living or  grantor's  trust for the benefit of a
               deceased shareholder of the Corporation.

     2. Agreement to Serve.  The Indemnitee  shall serve or continue to serve as
Chief  Executive  Officer,  Secretary,  Treasurer  and a member  of the Board of
Directors of the Corporation at the will of the Corporation's  shareholders,  or
pursuant to the provisions of separate  agreement,  as the case may be, for such
time as he is duly elected or  appointed,  and until such time as he tenders his
resignation in writing or he is removed.

     3. Indemnity in Third Party  Proceedings.  The Corporation  shall indemnify
the Indemnitee,  if the Indemnitee is made a party to or threatened to be made a
party to, or  otherwise  involved  in, any  Proceeding  (other than a Proceeding
which is an action by or in the right of the  Corporation  to procure a judgment
in its favor), because of the fact that the Indemnitee is or was an Agent of the
Corporation.   The  indemnification  contemplated  by  the  provisions  of  this
Paragraph 3 shall apply, and be limited, to and against all Expenses, judgments,
fines,  penalties,  settlements,  and other  amounts,  actually  and  reasonably
incurred by the  Indemnitee in connection  with the defense or settlement of any
such Proceeding;  provided, however, it is determined pursuant to the provisions
of Paragraph 7 of this Agreement or by the court in which such  Proceeding is or
was pending that the Indemnitee satisfied the Applicable Standard.

     4.  Indemnity  in  Proceedings  By or In the Name of the  Corporation.  The
Corporation  shall indemnify the  Indemnitee,  if the Indemnitee is made a party
to,  or  threatened  to be  made a party  to,  or  otherwise  involved  in,  any
Proceeding which is an action by or in the right of the Corporation to procure a
judgment in the Corporation's favor because the Indemnitee is or was an Agent of
the  Corporation.  The  indemnification  contemplated  by the provisions of this
Paragraph 4 shall apply,  and be limited,  to and against all Expenses  actually
and  reasonably  incurred by the  Indemnitee in  connection  with the defense or
settlement of such Proceeding, but only if:

     (a)  the  Indemnitee  satisfies the  Applicable  Standard  (except that the
          Indemnitee's  belief  regarding the best interests the  Corporation or
          other enterprise need


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<PAGE>


          not have been reasonable);

     (b)  the Indemnitee acted with such care,  including reasonable inquiry, as
          an ordinarily prudent person in a similar circumstance would use; and

     (c)  the  Proceeding  is settled or otherwise  disposed of with approval of
          the Corporation.

     No  indemnification  shall  be  made  pursuant  to the  provisions  of this
Paragraph 4 for any claim,  issue,  or matter as to which the  Indemnitee  shall
have been adjudged to be liable to the  Corporation  in the  performance  of the
Indemnitee's duty to the Corporation,  unless,  and only to the extent that, the
court  in  which  such  Proceeding  is  or  was  pending  shall  determine  upon
application  that,  considering all the  circumstances of such  Proceeding,  the
Indemnitee  is  fairly  and  reasonably  entitled  to  indemnification  for  the
Expenses, which such court shall determine.

     5. Expenses of Successful  Indemnitee.  Notwithstanding any other provision
of this Agreement,  to the extent that the Indemnitee has been successful on the
merits in defense of any Proceeding or in defense of any claim, issue, or matter
in such Proceeding,  the Indemnitee shall be indemnified by the Corporation from
and against all Expenses  actually and  reasonably  incurred in connection  with
such Proceeding.

     6.  Advances of Expenses.  The Expenses  incurred by the  Indemnitee in any
Proceeding shall be advanced by the Corporation  prior to the final  disposition
of such  Proceeding at the written  request of the  Indemnitee,  but only if the
Indemnitee shall undertake to repay such advances, unless and to the extent that
it is ultimately  determined that the Indemnitee is entitled to indemnification.
Any advance  required  pursuant to the  provisions of this  Paragraph 6 shall be
deemed to have been  approved  by the members of the Board of  Directors  of the
Corporation to the extent the provisions of this Agreement have been approved by
the members of that Board of Directors. In determining whether or not to make an
advance  pursuant  to the  provisions  of this  Paragraph  6, the ability of the
Indemnitee  to repay any such  advance  shall not be a factor.  In a  Proceeding
commenced by the Corporation directly, in its own right (as distinguished from a
Proceeding  commenced   derivatively  or  by  any  receiver  or  trustee),   the
Corporation  shall have the discretion not to make the advance  contemplated  by
the  provisions  of  this  Paragraph  6,  if  independent  counsel  advises  the
Corporation in writing that the Corporation  has probable cause to believe,  and
the Corporation does, in fact, believe,  that the Indemnitee did not act in good
faith with regard to the subject matter of such Proceeding or a material portion
of


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<PAGE>


such Proceeding.

     7. Right of the Indemnitee to Indemnification  Upon Application;  Procedure
Upon Application.  Any indemnification or advance contemplated by the provisions
of this Agreement  shall be made no later than 30 calendar days after receipt by
the  Corporation  of a written  request by the  Indemnitee  for such  advance or
indemnification  and which  request  shall be  provided in  accordance  with the
provisions  of  Paragraph  11  of  this  Agreement.  In  all  other  situations,
indemnification  shall  be made by the  Corporation  only if  authorized  in the
specific situation,  upon a determination that indemnification of the Indemnitee
is proper  according to the  circumstances  and the provisions of this Agreement
by:

     (a)  a majority  vote of a quorum of the members of the Board of  Directors
          of the Corporation (or a duly  constituted  committee of that Board of
          Directors),  consisting  of officers and directors who are not parties
          to the Proceeding at issue;

     (b)  approval  of a majority  in  interest  of the  issued and  outstanding
          voting  capital  stock  of the  Corporation,  and  any  shares  of the
          Corporation's  voting  capital stock entitled to vote therefor held by
          the   Indemnitee   shall  not  be  entitled  to  vote  regarding  such
          indemnification;

     (c)  the court in which the  Proceeding  at issue is or was  pending,  upon
          application  made by the  Corporation or made by (i) the Indemnitee or
          (ii) any person rendering services in connection with the Indemnitee's
          defense, whether or not the Corporation opposes such application; or

     (d)  to the extent  permitted by law and as expressed by independent  legal
          counsel in a written opinion.

     The right to indemnification or advances  contemplated by the provisions of
this Agreement  shall be enforceable by the Indemnitee in any court of competent
jurisdiction.  The burden of proving  that such  indemnification  or advances is
appropriate  shall be on the Indemnitee.  Neither the failure of the Corporation
(including the members of its Board of Directors or  independent  legal counsel)
to make a  determination  prior to the  commencement  of any action to determine
whether  such  indemnification  or advances  is  appropriate  in the  particular
circumstances because the Indemnitee has satisfied the Applicable Standard,  nor
a  determination  by the  Corporation  (including  the  members  of its Board of
Directors or  independent  legal  counsel) that the Indemnitee has not satisfied
such


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<PAGE>


Applicable  Standard,  shall be a defense to such action or create a presumption
that the Indemnitee has not satisfied the Applicable Standard.  The Indemnitee's
Expenses incurred in connection with successfully establishing his right to such
indemnification  or advances,  in whole or in part, in any Proceeding shall also
be indemnified by the Corporation;  provided, however, that if the Indemnitee is
only partially successful,  only an equitably allocated portion of such Expenses
shall be indemnified by the Corporation.

     If the Indemnitee is entitled to  indemnification  by the  Corporation  for
some or a portion of the Expenses,  judgments,  fines, or penalties actually and
reasonably incurred by the Indemnitee in the investigation,  defense, appeal, or
settlement of any  Proceeding  but not,  however,  for the total amount of those
Expenses,  judgments,  fines or penalties  the  Corporation  shall  nevertheless
indemnify the Indemnitee for the portion  (determined on an equitable  basis) of
those  Expenses,  judgments,  fines,  or  penalties to which the  Indemnitee  is
entitled.

     The  Corporation's  obligations  to advance  or  indemnify  the  Indemnitee
pursuant to the  provisions of this Agreement  shall be deemed  satisfied to the
extent of any payments made by an insurer for or on behalf of the Corporation or
the Indemnitee.

     8.  Indemnification  Pursuant  to  this  Agreement  Is Not  Exclusive.  The
indemnification  contemplated  by the provisions of this Agreement  shall not be
deemed  exclusive  of any other rights to which the  Indemnitee  may be entitled
pursuant to the provisions of the Certificate of  Incorporation or Bylaws of the
Corporation,  or any agreement, vote of shareholders,  or disinterested officers
and directors, the General Corporation Law of the State of Nevada, or otherwise,
as to  action  in  his  official  capacities  as an  officer,  director  of  the
Corporation  and any other  capacity  while serving as an officer or director of
the  Corporation.  The  indemnification  contemplated  by the provisions of this
Agreement shall continue as to the Indemnitee  although he may have ceased to be
an Agent of the  Corporation  and shall  inure to the  benefit  of the heirs and
personal  representatives  of  the  Indemnitee,  including  the  Estate  of  the
Indemnitee.

     9.  Limitations.  The  Corporation  shall not be obligated  pursuant to the
provisions of this  Agreement to make any payment in  connection  with any claim
made against the Indemnitee:

     (a)  for which payment is made to the Indemnitee pursuant to the provisions
          of a valid and collectible  insurance  policy,  except with respect to
          any excess beyond the amount of payments pursuant to the provisions of
          such policy;


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<PAGE>


     (b)  for which the Indemnitee is indemnified by the  Corporation  otherwise
          than pursuant to the provisions of this Agreement;

     (c)  based upon or  attributable  to the  Indemnitee  gaining any  personal
          profit or advantage to which he was not legally entitled;

     (d)  for an  accounting  of profits  made from the  purchase or sale by the
          Indemnitee  of  securities  of the  Corporation  within the meaning of
          Section 16(b) of the  Securities  Exchange Act of 1934 and  amendments
          thereto or similar  provisions  of any state  statutory  law or common
          law;

     (e)  resulting  from  or  contributed  to  by  the  active  and  deliberate
          dishonesty of the Indemnitee;  provided, however, the Indemnitee shall
          be indemnified by the Corporation to the extent otherwise specified by
          the  provisions  of  this  Agreement  as to any  claims  for  which  a
          litigation action may be commenced  against the Indemnitee  because of
          any alleged  dishonesty on his part,  unless a judgment or other final
          adjudication of such litigation action adverse to the Indemnitee shall
          establish that he committed  acts of active and deliberate  dishonesty
          with an actual dishonest purpose and intent,  which acts were material
          to the litigation action so adjudicated;

     (f)  for  omissions  or  acts  committed  in bad  faith  or  which  involve
          intentional misconduct or a knowing violation of law;

     (g)  for any  omission or act that the  Indemnitee  believed at the time of
          his action to be contrary to, or inconsistent with, the best interests
          of both the Corporation and its shareholders, or

     (h)  for any  transaction  from which the  Indemnitee  derived an  improper
          personal economic benefit in a capacity other than as a shareholder of
          the Corporation.

     10. Severability.  In the event any part of this Agreement, for any reason,
is determined to be invalid, such determination shall not affect the validity of
any remaining portion of this Agreement, which remaining portion shall remain in
complete  force  and  effect as if this  Agreement  had been  executed  with the
invalid  portion  of  this  Agreement  eliminated.  It is  hereby  declared  the
intention of the parties  that the parties  would have



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<PAGE>


executed the  remaining  portion of this  Agreement  without  including any such
part, parts or portion which, for any reason,  hereafter may be determined to be
invalid.

     11. Notices. The Indemnitee shall, as a condition precedent to his right to
be  indemnified  pursuant to the  provisions of this  Agreement,  provide to the
Corporation  notice in writing within 20 calendar days after he becomes aware of
any claim made against him for which he believes,  or should reasonably believe,
indemnification  will or could be  sought  pursuant  to the  provisions  of this
Agreement.   All   notices,   requests,   demands,   and  other   communications
(collectively,  "notices")  contemplated  or required by the  provisions of this
Agreement shall be in writing (including communications by telephone,  telex, or
telecommunication   facilities  providing  facsimile  transmission)  and  mailed
(postage   prepaid  and  return  receipt   requested),   telegraphed,   telexed,
transmitted  or  personally  served to each party at the  address for such party
specified  below  such  party's  signature  to this  Agreement  or at such other
address as such party may  designate  in a written  notice to the other party in
compliance with the provisions of this paragraph. All notices shall be effective
when received;  provided, however, receipt shall be deemed to be effective (i) 2
business  days of any properly  addressed  notice  having been  deposited in the
mail,  (ii) 24 hours from the time  electronic  transmission  was made, or (iii)
upon actual receipt of electronic delivery, whichever occurs first.

     12. Parties in Interest. No provision of this Agreement is intended to, nor
shall any such provision  confer any right or remedies  pursuant to or by reason
of the  provisions  of this  Agreement to any persons  other than the parties to
this Agreement and their respective successors and assigns, including the Estate
of the Indemnitee, nor is any provision of in this Agreement intended to relieve
or discharge the obligation or liability of any third party to any party to this
Agreement.  No provision of this  Agreement  shall  provide any third person any
right of subrogation or action against any party to this Agreement.

     13.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and  obligate  the  undersigned  parties  and their  respective  successors  and
assigns.  Whenever,  in this  Agreement,  a reference to any party is made, such
reference  shall be deemed to include a reference to the  successors and assigns
of such party; provided,  however,  neither this paragraph nor any other portion
of this Agreement shall be interpreted to constitute a consent to any assignment
or transfer other than pursuant to and in accordance  with the other  provisions
of this Agreement. Neither party shall assign, transfer or delegate that party's
rights, responsibilities, duties or obligation created by the provisions of this
Agreement to any other  person  without the prior  written  consent of the other
party.


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<PAGE>


     14.  Captions  and  Interpretation.  Captions  of the  paragraphs  of  this
Agreement are for  convenience  and reference  only, and the words  specified in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation,  construction or meaning of the terms, conditions and provisions
of this Agreement.  The language and all parts to this Agreement,  in all cases,
shall be construed  in  accordance  with the fair  meaning of that  language and
those  parts and as if that  language  and those  parts  were  prepared  by both
parties and not  strictly  for or against any party.  The rule of  construction,
which requires a court to resolve any  ambiguities  against the drafting  party,
shall not apply in interpreting the provisions of this Agreement.

     15.  Number  and  Gender.  Whenever  the  singular  number  is used in this
Agreement,  and when required by the context, the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders, and vice versa; and the word "person" shall include corporation,  firm,
trust,  estate,   joint  venture,   governmental  agency,  sole  proprietorship,
political subdivision,  organization, fraternal order, club, league, joint stock
company,  society,  municipality,  association,  partnership  or  other  form of
entity.

     16.  Execution  in  Counterparts.  This  Agreement  shall be  prepared  and
forwarded to the  Indemnitee for execution.  Counsel for the  Corporation  shall
cause  the  executed  Agreement  to be filed  in the  principal  office  of such
counsel.

     17. Entire  Agreement.  This Agreement is the final written  expression and
the  complete  and  exclusive  statement  of  all  the  agreements,  conditions,
promises,  representations,  warranties  and covenants  between the parties with
respect to the subject matter of this Agreement,  and this Agreement  supersedes
all  prior  or  contemporaneous   agreements,   negotiations,   representations,
warranties,  covenants,  understandings and discussions by and between and among
the  parties,  their  respective  representatives,  and any other  person,  with
respect to the subject matter specified in this Agreement. This Agreement may be
amended  only  by an  instrument  in  writing  which  expressly  refers  to this
Agreement and specifically states that that instrument is intended to amend this
Agreement and is signed by each of the parties. Nothing specified in any exhibit
attached to this Agreement  shall supersede or annul the terms and provisions of
this Agreement,  unless the matter  specified in such exhibit shall expressly so
provide  to the  contrary,  and in the  event of any  ambiguity  in  meaning  or
understanding  between  this  Agreement  proper and the appended  exhibits,  the
provisions  of this  Agreement  shall  prevail and control.  Each of the parties
represents,  warrants and covenants  that in executing this Agreement that party
has relied  solely on the terms,  conditions  and  provisions  specified in this
Agreement.  Each of


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<PAGE>


the parties  additionally  represents,  warrants and covenants that in executing
and delivering  this  Agreement such party has placed no reliance  whatsoever on
any statement, representation, warranty, covenant or promise of the other party,
or any other person,  not  specified  expressly in this  Agreement,  or upon the
failure of any party or any other person to make any statement,  representation,
warranty,  covenant or  disclosure  of any nature  whatsoever.  The parties have
included  this  paragraph  to  preclude  (i) any claim that any party was in any
manner whatsoever  induced  fraudulently to enter into, execute and deliver this
Agreement,  and (ii) the  introduction  of parol  evidence  to vary,  interpret,
supplement or contradict the terms, conditions and provisions of this Agreement.

     18. Governing Law. This Agreement shall be deemed to have been entered into
in  the  State  of  Nevada,   and  all   questions   concerning   the  validity,
interpretation, or performance of any of the terms, conditions and provisions of
this  Agreement or of any of the rights or  obligations  of the parties shall be
governed by, and resolved in accordance  with,  the laws of the State of Nevada,
without regard to conflicts of law principles.

     19. Government Regulations.  The transactions and relationship contemplated
by the provisions of this  Agreement  are, and shall remain,  subject to any and
all present and future orders,  rules and  regulations  of any duly  constituted
authority  or  agency  having   jurisdiction  of  those  transactions  and  that
relationship.

     20.  Further  Assurances.  The  parties  shall  from  time to time sign and
deliver any further instruments and take any further actions as may be necessary
to effectuate the intent and purposes of this Agreement.

     21. All  Consents in Writing.  In any  instance in which any party shall be
requested  to consent to or  approve  of any matter  with  respect to which that
party's  consent  or  approval  is  required  by any of the  provisions  of this
Agreement, such consent or approval shall be furnished in writing.

     22.  Attorneys'  Fees. In the event any party shall institute any action or
proceeding  to enforce any  provision of this  Agreement to seek relief from any
violation  of this  Agreement,  or to  otherwise  obtain any  judgment  or order
relating  to or  resulting  from  the  subject  matter  of this  Agreement,  the
prevailing  party  shall be  entitled  to  receive  from the  losing  party such
prevailing  party's  actual  attorneys'  fees and costs incurred to prosecute or
defend  such  action  or  proceeding,  including,  but not  limited  to,  actual
attorneys' fees and costs incurred  preparatory to such prosecution and defense.
Moreover,  while a court of  competent  jurisdiction  may assist in  determining
whether or not the fees actually


                                       12
<PAGE>


incurred are reasonable in the circumstances then existing, that court is not be
governed by any judicially or legislatively  established fee schedule,  and such
fees and costs are to include  those as may be  incurred  on appeal of any issue
and all of which fees and costs shall be included  as part of any  judgment,  by
cost bill or otherwise, and where applicable, any appellate decision rendered in
or resulting from such action or proceeding.  For purposes of this Agreement, in
any action or proceeding  instituted by a party,  the prevailing  party shall be
that party in any such  action or  proceeding  (i) in whose  favor a judgment is
entered,  or (ii) prior to trial,  hearing or judgment any other party shall pay
all or any  portion of amounts  claimed by the party  seeking  payment,  or such
other party shall eliminate the condition,  cease the act, or otherwise cure the
act of commission  or omission  claimed by the party  initiating  such action or
proceeding.

     23.  Reservation  of Rights.  The failure of any party at any time or times
hereafter  to  require  strict  performance  by any  other  party  of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect or diminish any right of
such party failing to require strict performance to demand strict compliance and
performance  therewith  and with  respect to any other  provisions,  warranties,
terms,  and conditions  specified in this  Agreement.  Any waiver of any default
shall  not  waive or  affect  any other  default,  whether  prior or  subsequent
thereto,   and  whether  the  same  or  of  a  different   type.   None  of  the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
knowledge of any party,  its agents,  trustees,  officers,  or employees and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to any non-waiving party specifying such waiver,  and
each  party  reserves  such  party's  rights to insist  upon  strict  compliance
herewith at all times.

     24. Purpose of Covenants.  All covenants made by each party shall be deemed
made for the purpose of inducing  the other party to enter into and execute this
Agreement.  The  representations,  warranties,  and covenants  specified in this
Agreement  shall survive any  investigation  by either party  whether  before or
after the execution of this Agreement.

     25.  Concurrent  Remedies.  No right or remedy  specified in this Agreement
conferred  on or  reserved  to the  parties is  exclusive  of any other right or
remedy  specified in this  Agreement or by law or equity  provided or permitted;
but each such right and remedy shall be cumulative of, and in addition to, every
other right and remedy specified in this Agreement or now or hereafter  existing
at law or in equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time. The termination of this Agreement for any reason
whatsoever  shall not  prejudice  any right or


                                       13
<PAGE>


remedy  which any party may have,  either at law, in equity,  or pursuant to the
provisions of this Agreement.

     26.  Force  Majeure.  If  any  party  is  rendered  unable,  completely  or
partially,  by the  occurrence  of an  event  of  "force  majeure"  (hereinafter
defined) to perform such party's  obligations  created by the provisions of this
Agreement, such party shall give to the other party prompt written notice of the
event of "force majeure" with reasonably  complete  particulars  concerning such
event;  thereupon,  the  obligations of the party giving such notice,  so far as
those  obligations  are  affected  by the  event of  "force  majeure,"  shall be
suspended  during,  but no longer than,  the  continuance of the event of "force
majeure."  The party  affected  by such event of "force  majeure"  shall use all
reasonable  diligence to resolve,  eliminate  and  terminate the event of "force
majeure" as quickly as practicable. The term "force majeure," as contemplated by
the  provisions of this  Paragraph 27 means any act of God,  strike,  lockout or
other  industrial  disturbance,  act of the public enemy,  war blockage,  public
riot, lightening, fire, storm, flood explosion, governmental action, earthquake,
governmental delay, restraint or inaction,  unavailability or equipment, and any
other cause or event,  whether of the kind enumerated  specifically  herein,  or
otherwise,  which  is  not  within  the  control  of  the  party  claiming  such
suspension.

     27. Consent to Agreement.  By executing  this  Agreement,  each party,  for
itself,  represents  such party has read or caused to be read this  Agreement in
all   particulars,   and  consents  to  the  rights,   conditions,   duties  and
responsibilities  imposed upon such party as specified in this  Agreement.  Each
party  represents,  warrants and covenants that such party executes and delivers
this Agreement of its own free will and with no threat, undue influence, menace,
coercion  or  duress,  whether  economic  or  physical.   Moreover,  each  party
represents,  warrants,  and covenants  that such party  executes this  Agreement
acting on such  party's  own  independent  judgment  and upon the advice of such
party's counsel.



                                       14
<PAGE>


         IN WITNESS  WHEREOF  the  parties  have  executed  this  Agreement  for
Indemnification on the date specified in the preamble of this Agreement.


TMEX USA, Inc.,
a Nevada corporation


By:  /s/ Cooper Lee                                          /s/ Crofton Cooper
     ----------------------------                           --------------------
     Cooper Lee                                             Crofton Cooper
Its: President

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