**EXHIBIT 10.2**

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATIONAGREEMENT (this “Agreement”) is effective as of September 13, 2005,between Meadows Springs, Inc., a Nevada corporation, dba Earth Biofuels, Inc.(the “Company”), and Tommy W. Johnson (“Indemnitee”).

WHEREAS, the Company andIndemnitee recognize that currently D&O liability coverage is in place, butin today’s litigious society the limits may be inadequate. Further the partiesrecognize the continued difficulty in obtaining liability insurance for directors,officers, employees, agents and fiduciaries of the Company , the significantincreases in the cost of such insurance and the general reductions in thecoverage of such insurance;

WHEREAS, the Company andIndemnitee further recognize the substantial increase in corporate litigationin general, subjecting directors, officers, employees, agents and fiduciariesto expensive litigation risks at the same time as the availability and coverageof liability insurance has been severely limited;

WHEREAS, Indemnitee does notregard the current protection available as adequate under the presentcircumstances, and Indemnitee and other directors, officers, employees, agentsand fiduciaries of the Company may not be willing to continue to serve in suchcapacities without additional protection;

WHEREAS, the Company desiresto attract and retain the services of highly qualified individuals, such asIndemnitee, to serve the Company and, in part, in order to induce Indemnitee tocontinue to provide services to the Company, desires to provide for theindemnification and advancement of expenses to Indemnitee to the maximum extentpermitted by law; and

WHEREAS, in view of theconsiderations set forth above, the Company desires that Indemnitee beindemnified by the Company as set forth herein.

NOW, THEREFORE, the Companyand Indemnitee hereby agree as follows:

# 1.                                       Indemnification.

## (a)                                  Indemnification of Expenses.  The Company shall indemnifyIndemnitee to the fullest extent permitted by applicable law if Indemnitee wasor is or becomes a party to or witness or other participant in, or isthreatened to be made a party to or witness or other participant in, anythreatened, pending or completed action, suit, proceeding or alternativedispute resolution mechanism, or any hearing, inquiry or investigation thatIndemnitee in good faith believes might lead to the institution of any suchaction, suit, proceeding or alternative dispute resolution mechanism, whethercivil, criminal, administrative, investigative or other (a “Claim”) by reason of (or arising in part out of) any event or occurrencerelated to the fact that Indemnitee is or was a director, officer, employee,agent or fiduciary of the Company, or any subsidiary of the Company, or is orwas serving at the request of the Company as a director, officer, employee,agent or fiduciary of another corporation, partnership, joint venture, trust orother enterprise, or by reason of any action or inaction on the part ofIndemnitee while serving in such capacity (an “Indemnifiable Event”)against any and all expenses (including attorneys’ fees and all other costs,expenses and obligations incurred in connection with investigating, defending,being a witness in or participating in (including on appeal), or

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## preparing to defend, be a witness in or participate in, any suchaction, suit, proceeding, alternative dispute resolution mechanism, hearing,inquiry or investigation), judgments, fines, penalties and amounts paid insettlement (if such settlement is approved in advance by the Company, whichapproval shall not be unreasonably withheld) of such Claim and any federal,state, local or foreign taxes imposed on Indemnitee as a result of the actualor deemed receipt of any payments under this Agreement (collectively, “Expenses”), including all interest, assessments and other charges paid orpayable in connection with or in respect of such Expenses.  Such payment of Expenses shall be made by theCompany as soon as practicable but in any event no later than 25 daysafter written demand by Indemnitee therefor is presented to the Company.

## (b)                                 Reviewing Party.  Notwithstanding any provision ofSection 1(a) to the contrary, (i) the obligations of theCompany under Section 1(a) shall be subject to the condition thatthe Reviewing Party (as described in Section 10(e)) shall not havedetermined (in a written opinion, in any case in which the Independent LegalCounsel referred to in Section 1(c) is involved) that Indemniteewould not be permitted to be indemnified under applicable law, and (ii) theobligation of the Company to make an advance payment of Expenses to Indemniteepursuant to Section 2(a) (an “Expense Advance”)shall be subject to the condition that, if, when and to the extent that theReviewing Party determines that Indemnitee would not be permitted to be soindemnified under applicable law, the Company shall be entitled to bereimbursed by Indemnitee (who hereby agrees to reimburse the Company) for allsuch amounts theretofore paid; provided, however, that ifIndemnitee has commenced or thereafter commences legal proceedings in a courtof competent jurisdiction to secure a determination that Indemnitee should beindemnified under applicable law, any determination made by the Reviewing Partythat Indemnitee would not be permitted to be indemnified under applicable lawshall not be binding and Indemnitee shall not be required to reimburse theCompany for any Expense Advance until a final judicial determination is made inrespect thereof (as to which all rights of appeal therefrom have been exhaustedor lapsed).  Indemnitee’s obligation toreimburse the Company for any Expense Advance shall be unsecured and nointerest shall be charged thereon.  Ifthere has not been a Change in Control (as defined in Section 10(c)),the Reviewing Party shall be selected by the Board of Directors of the Company(the “Board”), and if there has been such a Change in Control (otherthan a Change in Control which has been approved by a majority of the Board whowere directors immediately prior to such Change in Control), the ReviewingParty shall be the Independent Legal Counsel referred to in Section 1(c).  If there has been no determination by theReviewing Party or if the Reviewing Party determines that Indemniteesubstantively would not be permitted to be indemnified in whole or in partunder applicable law, Indemnitee shall have the right to commence litigationseeking an initial determination by the court or challenging any suchdetermination by the Reviewing Party or any aspect thereof, including the legalor factual bases therefor, and the Company hereby consents to service ofprocess and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusiveand binding on the Company and Indemnitee.

## (c)                                  Change in Control.  If there is a Change in Control(other than a Change in Control which has been approved by a majority of theBoard who were directors immediately prior to such Change in Control) then, inrespect of all matters thereafter arising concerning the rights of Indemniteeto payments of Expenses and Expense Advances under this Agreement or any otheragreement or under the Company’s Articles

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## of Incorporation (the “Charter”) or the Company’s Bylaws (“Bylaws”)as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d))shall be selected by Indemnitee and approved by the Company (which approvalshall not be unreasonably withheld). Such counsel shall, among other things, render its written opinion tothe Company and Indemnitee as to whether and to what extent Indemnitee would bepermitted to be indemnified under applicable law and Indemnitee and the Companyshall abide by such opinion.  The Companyshall pay the reasonable fees of the Independent Legal Counsel referred toabove and shall fully indemnify such counsel against any and all expenses(including attorneys’ fees), claims, liabilities and damages arising out of orrelating to this Agreement or its engagement pursuant hereto.

## (d)                                 Mandatory Payment of Expenses.  Notwithstanding any otherprovision of this Agreement to the contrary (other than Section 9),to the extent that Indemnitee has been successful on the merits or otherwise,including, without limitation, the dismissal of an action without prejudice, indefense of any action, suit, proceeding, inquiry or investigation referred toin Section (1)(a) or in the defense of any claim, issue or mattertherein, Indemnitee shall be indemnified against all Expenses incurred byIndemnitee in connection therewith.

# 2.                                       Expenses; Indemnification Procedure.

## (a)                                  Advancement of Expenses.  The Company shall advance allExpenses incurred by Indemnitee.  Theadvances to be made hereunder shall be paid by the Company to Indemnitee assoon as practicable but in any event no later than 10 days after writtendemand by Indemnitee therefor to the Company.

## (b)                                 Notice/Cooperation by Indemnitee.  Indemnitee shall, as a conditionprecedent to Indemnitee’s right to be indemnified under this Agreement, givethe Company notice in writing as soon as practicable of any Claim made againstIndemnitee for which indemnification will or could be sought under thisAgreement.  Notice to the Company shallbe directed to the Chief Executive Officer of the Company at the address shownon the signature page of this Agreement (or such other address as the Companyshall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information andcooperation as it may reasonably require and as shall be within Indemnitee’spower.

## (c)                                  No Presumptions; Burden of Proof.  For purposes of this Agreement,the termination of any Claim by judgment, order, settlement (whether with orwithout court approval) or conviction, or upon a plea of *nolo contendere*, or its equivalent, shallnot create a presumption that Indemnitee did not meet any particular standardof conduct or have any particular belief or that a court has determined thatindemnification is not permitted by applicable law.  In addition, neither the failure of theReviewing Party to have made a determination as to whether Indemnitee has metany particular standard of conduct or had any particular belief, nor an actualdetermination by the Reviewing Party that Indemnitee has not met such standardof conduct or did not have such belief, prior to the commencement of legal proceedingsby Indemnitee to secure a judicial determination that Indemnitee should beindemnified under applicable law, shall be a defense to Indemnitee’s claim orcreate a presumption that Indemnitee has not met any particular standard ofconduct or did not have any particular belief. In connection with any determination by the Reviewing Party or otherwiseas to whether Indemnitee is entitled to

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## be indemnified hereunder, the burden of proof shall be on the Companyto establish that Indemnitee is not so entitled.

## (d)                                 Notice to Insurers.  If, at the time of the receiptby the Company of a notice of a Claim pursuant to Section 2(b), theCompany has liability insurance in effect that may cover such Claim, theCompany shall give prompt notice of the commencement of such Claim to theinsurers in accordance with the procedures set forth in the respectivepolicies.  The Company shall thereaftertake all necessary or desirable action to cause such insurers to pay, on behalfof Indemnitee, all amounts payable as a result of such action, suit,proceeding, inquiry or investigation in accordance with the terms of suchpolicies.

## (e)                                  Selection of Counsel.  If the Company shall beobligated hereunder to pay the Expenses of any Claim, the Company shall beentitled to assume the defense of such Claim with counsel approved byIndemnitee, which approval shall not be unreasonably withheld, upon thedelivery to Indemnitee of written notice of its election so to do.  After delivery of such notice, approval ofsuch counsel by Indemnitee and the retention of such counsel by the Company,the Company will not be liable to Indemnitee under this Agreement for any feesof counsel subsequently incurred by Indemnitee in respect of the same Claim; provided,however, that (i) Indemnitee shall have the right to employIndemnitee’s counsel in any such Claim at Indemnitee expense and (ii) if(A) the employment of counsel by Indemnitee has been previously authorizedby the Company, (B) Indemnitee shall have reasonably concluded that thereis a conflict of interest between the Company and Indemnitee in the conduct ofany such defense, or (C) the Company shall not continue to retain suchcounsel to defend such Claim, then the fees and expenses of Indemnitee counselshall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fitin its sole discretion, including the right to settle any claim againstIndemnitee without the consent of the Indemnitee.

# 3.                                       Additional Indemnification Rights;Nonexclusivity.

## (a)                                  Scope.  The Company hereby shall indemnify Indemnitee to thefullest extent permitted by law, notwithstanding that such indemnification isnot specifically authorized by the other provisions of this Agreement, theCharter, the Bylaws or by statute.  In theevent of any change after the date hereof in any applicable law, statute orrule which expands the right of a Nevada corporation to indemnify a member ofits board of directors or an officer, employee, agent or fiduciary, it is theintent of the parties hereto that Indemnitee shall enjoy by this Agreement thegreater benefits afforded by such change. In the event of any change in any applicable law, statute or rule thatnarrows the right of a Nevada corporation to indemnify a member of its board ofdirectors or an officer, employee, agent or fiduciary, such change, to theextent not otherwise required by such law, statute or rule to be applied tothis Agreement, shall have no effect on this Agreement or the parties’ rightsand obligations hereunder except as set forth in Section 8(a).

## (b)                                 Nonexclusivity.  The indemnification provided bythis Agreement shall be in addition to any rights to which Indemnitee may beentitled under the Charter, the Bylaws, any agreement, any vote of stockholdersor disinterested directors, the Revised Statutes of the State of Nevada, orotherwise.  The indemnification providedunder this

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## Agreement shall continue as to Indemnitee for any action Indemniteetook or did not take while serving in an indemnified capacity even thoughIndemnitee may have ceased to serve in such capacity.

# 4.                                       No Duplication of Payments.  The Company shall not be liableunder this Agreement to make any payment in connection with any Claim madeagainst Indemnitee to the extent Indemnitee has otherwise actually receivedpayment (under any insurance policy, the Charter, Bylaw or otherwise) of theamounts otherwise indemnifiable hereunder.

# 5.                                       Partial Indemnification.  If Indemnitee is entitled underany provision of this Agreement to indemnification by the Company for some or aportion of Expenses incurred in connection with any Claim, but not, however,for all of the total amount thereof, the Company shall nevertheless indemnifyIndemnitee for the portion of such Expenses to which Indemnitee is entitled.

# 6.                                       Mutual Acknowledgement.  Both the Company and Indemniteeacknowledge that in certain instances, federal law or applicable public policymay prohibit the Company from indemnifying its directors, officers, employees,agents or fiduciaries under this Agreement or otherwise.  Indemnitee understands and acknowledges thatthe Company has undertaken or may be required in the future to undertake withthe Securities and Exchange Commission to submit the question of indemnificationto a court in certain circumstances for a determination of the Company’s rightunder public policy to indemnify Indemnitee.

# 7.                                       Liability Insurance.  To the extent the Companymaintains liability insurance applicable to directors, officers, employees,agents or fiduciaries, Indemnitee shall be covered by such policies in such amanner as to provide Indemnitee the same rights and benefits as are accorded tothe most favorably insured of the Company’s directors, if Indemnitee is adirector; or of the Company’s officers, if Indemnitee is not a director of theCompany but is an officer; or of the Company’s key employees, agents orfiduciaries, if Indemnitee is not an officer or director but is a key employee,agent or fiduciary.

# 8.                                       Exceptions.  Notwithstanding any other provision of this Agreement tothe contrary, the Company shall not be obligated pursuant to the terms of thisAgreement:

## (a)                                  Excluded Action or Omissions.  To indemnify Indemnitee forIndemnitee’s acts, omissions or transactions from which Indemnitee may not berelieved of liability under applicable law;

## (b)                                 Claims Initiated by Indemnitee.  To indemnify or advance expensesto Indemnitee in respect of Claims initiated or brought voluntarily byIndemnitee and not by way of defense, except (i) in respect of actions orproceedings brought to establish or enforce a right to indemnification underthis Agree­ment or any other agreement or insurance policy or under the Charteror Bylaws now or hereafter in effect relating to Claims for IndemnifiableEvents, (ii) in specific cases if the Board has approved the initiation orbringing of such Claim, or (iii) as otherwise required under the NevadaRevised Statutes, regardless of whether Indemnitee ultimately is determined tobe entitled to such indemnification, advance expense payment or insurance recovery,as the case may be;

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## (c)                                  Lack of Good Faith.  To indemnify Indemnitee for anyexpenses incurred by Indemnitee in respect of any proceeding instituted byIndemnitee to enforce or interpret this Agreement, if a court of competentjurisdiction determines that each of the material assertions made by Indemniteein such proceeding was not made in good faith or was frivolous; or

## (d)                                 Claims Under Section 16(b).  To indemnify Indemnitee forexpenses and the payment of profits arising from the purchase and sale byIndemnitee of securities in violation of Section 16(b) of the SecuritiesExchange Act of 1934, as amended, or any similar successor statute.

# 9.                                       Period of Limitations.  No legal action shall be broughtand no cause of action shall be asserted by or in the right of the Companyagainst Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personalor legal representatives after the expiration of two years from the date ofaccrual of such cause of action, and any claim or cause of action of the Companyshall be extinguished and deemed released unless asserted by the timely filingof a legal action within such two-year period; provided, however,that if any shorter period of limitations is otherwise applicable to any suchcause of action, such shorter period shall govern.

# 10.                                 Construction of Certain Phrases.

## (a)                                  For purposes of this Agreement, references tothe “Company” shall include, in addition to the resulting corporation,any constituent corporation (including any constituent of a constituent) absorbedin a consolidation or merger that, if its separate existence had continued,would have had power and authority to indemnify its directors, officers,employees, agents or fiduciaries, so that if Indemnitee is or was a director,officer, employee, agent or fiduciary of such constituent corporation, or is orwas serving at the request of such constituent corporation as a director,officer, employee, agent or fiduciary of another corporation, partnership,joint venture, employee benefit plan, trust or other enterprise, Indemniteeshall stand in the same position under the provisions of this Agreement inrespect of the resulting or surviving corporation as Indemnitee would have inrespect of such constituent corporation if its separate existence had continued.

## (b)                                 For purposes of this Agreement, references to“other enterprises” shall include employee benefit plans; references to “fines”shall include any excise taxes assessed on Indemnitee in respect of an employeebenefit plan; and references to “serving at the request of the Company”shall include any service as a director, officer, employee, agent or fiduciaryof the Company that imposes duties on, or involves services by, such director,officer, employee, agent or fiduciary in respect of an employee benefit plan,its participants or its beneficiaries; and if Indemnitee acted in good faithand in a manner Indemnitee reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan, Indemnitee shall bedeemed to have acted in a manner “not opposed to the best interests of theCompany” as referred to in this Agreement.

## (c)                                  For purposes of this Agreement a “Changein Control” shall be deemed to have occurred if (i) any “person” (assuch term is used in Sections 13(d) and 14(d) of the Securities ExchangeAct of 1934, as amended), other than a trustee or other fiduciary holdingsecurities under an employee benefit plan of the Company or a corporation owneddirectly or indirectly by the stockholders of the Company in substantially thesame proportions as their ownership of stock of the Company, (A) who is orbecomes the

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## beneficial owner, directly or indirectly, of securities of the Companyrepresenting 10% or more of the combined voting power of the Company’s thenoutstanding Voting Securities, increases its beneficial ownership of suchsecurities by 5% or more over the percentage so owned by such person, or(B) becomes the “beneficial owner” (as defined in Rule 13d-3 under saidAct), directly or indirectly, of securities of the Company representing morethan 20% of the total voting power represented by the then outstanding VotingSecurities, (ii) during any period of two consecutive years, individualswho at the beginning of such period constitute the Board and any new directorwhose election by the Board or nomination for election by the Company’sstockholders was approved by a vote of at least two-thirds of the directorsthen still in office who either were directors at the beginning of the periodor whose election or nomination for election was previously so approved, ceasefor any reason to constitute a majority thereof, or (iii) the stockholdersof the Company approve a merger or consolidation of the Company with any othercorporation other than a merger or consolidation which would result in theVoting Securities outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into Voting Securitiesof the surviving entity) at least 80% of the total voting power represented bythe Voting Securities or such surviving entity outstanding immediately aftersuch merger or consolidation, or the stockholders of the Company approve a planof complete liquidation of the Company or an agreement for the sale ordisposition by the Company of (in one transaction or a series of transactions)all or substantially all of the Company’s assets.

## (d)                                 For purposes of this Agreement, “IndependentLegal Counsel” means an attorney or firm of attorneys, selected inaccordance with Section 1(c), who shall not have otherwiseperformed services for the Company or Indemnitee within the last three years(other than in respect of matters concerning the rights of Indemnitee underthis Agreement, or of other indemnitees under similar indemnity agreements).

## (e)                                  For purposes of this Agreement, a “ReviewingParty” means any appropriate person or body consisting of a member ormembers of the Board or any other person or body appointed by the Board who isnot a party to the particular Claim for which Indemnitee is seekingindemnification, or Independent Legal Counsel.

## (f)                                    For purposes of this Agreement, “VotingSecurities” means any securities of the Company that vote generally in theelection of directors.

# 11.                                 Counterparts.  This Agreement may be executedin multiple counterparts, each of which shall constitute an original.

# 12.                                 Binding Effect; Successors and Assigns.  This Agreement shall be bindingupon and inure to the benefit of and be enforce­able by the parties hereto andtheir respective successors, assigns, including any direct or indirectsuccessor by purchase, merger, consolidation or otherwise to all orsubstantially all of the business and/or assets of the Company, spouses, heirs,and personal and legal representatives. The Company shall require and cause any successor (whether direct orindirect by purchase, merger, consolidation or otherwise) to all, substantiallyall, or a substantial part, of the business and/or assets of the Company, bywritten agreement in form and substance satisfactory to Indemnitee, expresslyto assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no such successionhad taken place.  This Agreement shall continuein effect in respect of Claims relating to Indemnifiable Events regardless ofwhether Indemnitee continues to serve as

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# a director, officer,employee, agent or fiduciary of the Company or of any other enterprise at theCompany’s request.

# 13.                                 Attorneys’ Fees.  If any action is instituted byIndemnitee under this Agreement or under any liability insurance policiesmaintained by the Company to enforce or interpret any of the terms hereof orthereof, Indemnitee shall be entitled to be paid all Expenses incurred byIndemnitee in respect of such action, regardless of whether Indemnitee isultimately successful in such action, and shall be entitled to the advancementof Expenses in respect of such action, unless, as a part of such action, acourt of competent jurisdiction over such action determines that each of thematerial assertions made by Indemnitee as a basis for such action was not madein good faith or was frivolous.  If anaction is instituted by or in the name of the Company under this Agreement toenforce or interpret any of the terms of this Agreement, Indemnitee shall beentitled to be paid all Expenses incurred by Indemnitee in defense of suchaction (including costs and expenses incurred in respect of Indemniteecounterclaims and cross-claims made in such action), and shall be entitled tothe advancement of Expenses in respect of such action, unless, as a part ofsuch action, a court having jurisdiction over such action determines that eachof Indemnitee’s material defenses to such action was made in bad faith or wasfrivolous.

# 14.                                 Notice.  All notices and other communications required or permittedhereunder shall be in writing, shall be effective when given, and shall in anyevent be deemed to be given (i) five days after deposit with the U.S.Postal Service or other applicable postal service, if delivered by first classmail, postage prepaid, (ii) upon delivery, if delivered by hand,(iii) one business day after the business day of deposit with FederalExpress or similar overnight courier, freight prepaid, or (iv) one dayafter the business day of delivery by facsimile transmission, if delivered byfacsimile transmission, with copy by first class mail, postage prepaid, andshall be addressed if to Indemnitee, at Indemnitee’s address as set forthbeneath Indemnitee’s signature to this Agreement and if to the Company at theaddress of its principal corporate offices (attention:  Secretary) or at such other address as suchparty may designate by ten days’ advance written notice to the other partyhereto.

# 15.                                 Consent to Jurisdiction.  The Company and Indemnitee eachhereby irrevocably consent to the jurisdiction of the courts of the State ofTexas for all purposes in connection with any action or proceeding that arisesout of or relates to this Agreement and agree that any action instituted underthis Agreement shall be commenced, prosecuted and continued only in a Texasstate court sitting in Dallas County, Texas, which shall be the exclusive andonly proper forum for adjudicating such a claim.

# 16.                                 Severability.  The provisions of this Agreementshall be severable if any of the provisions hereof (including any provisionwithin a single section, paragraph or sentence) are held by a court ofcompetent jurisdiction to be invalid, void or otherwise unenforceable, and theremaining provisions shall remain enforceable to the fullest extent permittedby applicable law.  Furthermore, to thefullest extent possible, the provisions of this Agreement (including, withoutlimitation, each portion of this Agreement containing any provision held to beinvalid, void or otherwise unenforceable, that is not itself invalid, void orunenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable.

# 17.                                 Choice of Law.  This Agreement shall be governedby and its provisions construed and enforced in accordance with the laws of theState of Nevada, as applied to contracts between Nevada residents, entered intoand to be performed entirely within the State of Nevada, without regard to theconflict of laws principles thereof.

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# 18.                                 Subrogation.  In the event of payment under this Agreement, the Companyshall be subrogated to the extent of such payment to all of the rights ofrecovery of Indemnitee who shall execute all documents required and shall do allacts that may be necessary to secure such rights and to enable the Companyeffectively to bring suit to enforce such rights.

# 19.                                 Amendment and Termination.  No amendment, modification,termination or cancellation of this Agreement shall be effective unless it isin writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed orshall constitute a waiver of any other provisions hereof (whether or notsimilar) nor shall such waiver constitute a continuing waiver.

# 20.                                 Integration and Entire Agreement.  This Agreement sets forth theentire understanding between the parties hereto and supersedes and merges allprevious written and oral negotiations, commitments, understandings andagreements relating to the subject matter hereof between the parties hereto.

# 21.                                 No Construction as Employment Agreement.  Nothing contained in thisAgreement shall be construed as giving Indemnitee any right to be retained inthe employ of the Company or any of its subsidiaries.

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IN WITNESS WHEREOF, theparties hereto have executed and delivered this Agreement as of the date firstabove written.
| **THE COMPANY:**      |
|-----------------------|
| ** **            |
| MEADOWS SPRINGS, INC. |
|                  |
|                  |
| By:                   | /s/ DENNIS G. MCLAUGHLIN, III |   |
| Name:                 | Dennis G. McLaughlin, III |
| Title:                | Chairman of the Board of Directors |
|                  |   |
| Address:              | 3001 Knox Street, Suite 403 |
|                  | Dallas, Texas  75205 |
|                  | 214 389 9800 |
| Facsimile No.:        | 214 389 9805 |
|                  |   |
|                  |   |
| By:                   | /s/ MORGAN FREEMAN |   |
| Name:                 | Morgan Freeman |
| Title:                | Director |
|                  |   |
|                  |   |
| By:                   | /s/ BRUCE BLACKWELL |   |
| Name:                 | Bruce Blackwell |
| Title:                | Director |
|                  |   |
|                  |   |
| By:                   | /s/ WILLIAM O. LUCKETT, JR. |   |
| Name:                 | William O. Luckett, Jr. |
| Title:                | Director |
|                  |   |
|                  |   |
| **INDEMNITEE:**       |
| ** **            |
| ** **            |
| /s/ TOMMY W.  JOHNSON |   |
| TOMMY W. JOHNSON      |   |
|                  |   |
| Address:              | 6070 I55 North |
|                  | Jackson,  Mississippi |
|                  | 601 372 8445 |
| Facsimile:            | 601 372 6455 |
|                       |  |  |  |  |  |  |  |

 

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