Exhibit 10.2


    
      

    

    

      INDEMNIFICATION
        AGREEMENT

      


      


      This
        Indemnification Agreement (this “Agreement”),
        dated
        effective as of October 16, 2006, is made by and between Ignis Petroleum
        Group,
        Inc., a Nevada corporation (the "Corporation"),
        and
        John M. Glynn ("Indemnitee").

      


      RECITALS

      


      A.    Indemnitee
        is an officer of the Corporation and in such capacity is performing a valuable
        service to the Corporation.

      


      B.    The
        Corporation’s Articles of Incorporation, as amended (the “Articles”)
        provide for limitation of liability for directors and officers of the
        Corporation.

      


      C.    The
        Corporation’s bylaws, as amended (the “Bylaws”),
        provide that the Corporation shall indemnify to all directors of the Corporation
        and may indemnify all officers, employees and agents of the Corporation for
        their service in such capacities.

      


      D.    The
        Nevada Revised Statutes, as amended (the "NRS")
        specifically provides that indemnification and advancement of expenses provided
        in such statute shall not be exclusive of any other rights under any agreement,
        and thereby contemplates that agreements may be entered into between the
        Corporation and directors, officers, employees and agents of the Corporation
        with respect to the indemnification of such persons.

      


      E.    The
        general availability of directors' and officers' liability insurance
        ("Insurance")
        covering certain liabilities which may be incurred by the Corporation's
        directors and officers in the performance of their services to the Corporation
        and the applicability, amendment and enforcement of statutory and bylaw
        provisions have raised questions concerning the adequacy and reliability
        of the
        protection afforded to directors, officers, employees and agents.

      


      F.    In
        order
        to induce Indemnitee to continue to serve as an officer, employee and/or
        agent
        of the Corporation for the current term and for any subsequent term to which
        he
        or she is appointed or engaged by the board of directors, the Corporation
        has
        deemed it to be in its best interest to enter into this Agreement with
        Indemnitee.

      


      The
        parties agree as follows:

      


      1.    Definitions.
        As used
        in this Agreement, the following terms shall have the following
        meanings:


      
        
          
          

        

        
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      (a)    Change
        in Control.
        A
        "Change
        in Control"
        shall
        be deemed to have occurred if (i) any "person"
        (as
        such term is used in Sections 13(d) and 14(d) of the Securities Exchange
        Act of
        1934, as amended (the “34
        Act”)
        is or
        becomes the "beneficial
        owner"
        (as
        such term is defined in Rule l3d-3 under the 34 Act), directly or indirectly,
        of
        securities of the Corporation representing 25% or more of the combined voting
        power of the outstanding securities of the Corporation (other than (A) a
        person
        owning 25% or more as of the date of this Agreement, (B) a person who becomes
        the owner of 25% or more by reason of the Corporation's acquisition of
        outstanding shares of the Corporation's stock, or (C) a trustee or other
        fiduciary holding securities under an employee benefit plan of the Corporation),
        or (ii) during any period of two consecutive years, individuals who at the
        beginning of such period constitute the board of directors of the Corporation
        and any new director whose election by the board of directors or nomination
        for
        election by the Corporation's stockholders was approved by a vote of at least
        two-thirds (2/3) of the directors then still in office who either were directors
        at the beginning of the period or whose election or nomination for election
        was
        previously so approved, cease for any reason to constitute a majority thereof,
        or (iii) the stockholders of the Corporation approve either: (x) a merger
        or
        consolidation of the Corporation with any other entity (other than a merger
        or
        consolidation which would result in the voting securities of the Corporation
        outstanding immediately prior thereto continuing to represent (either by
        remaining outstanding or by being converted into voting securities of the
        surviving entity) at least 80% of the combined voting power of the voting
        securities of the Corporation or such surviving entity outstanding immediately
        after such merger or consolidation), (y) a plan of complete liquidation of
        the
        Corporation or (z) an agreement or agreements for the sale or disposition,
        in a
        single transaction or series of related transactions, by the Corporation
        of all
        or substantially all of the property and assets of the Corporation.
        Notwithstanding the foregoing, events otherwise constituting a Change in
        Control
        in accordance with the foregoing shall not constitute a Change in Control
        if
        such events are solicited by the Corporation and are approved, recommended
        or
        supported by the board of directors of the Corporation in actions taken prior
        to, and with respect to, such events.

      


      (b)    Reviewing
        Party.
        A
        "Reviewing
        Party"
        means
        (i) the board of directors or a committee of directors of the Corporation,
        who
        are not officers, appointed by the board of directors, provided that a majority
        of such directors are not parties to the claim in question, or (ii) special,
        independent counsel selected and appointed by the board of directors or by
        a
        committee of directors of the Corporation who are not officers.

      


      2.    Indemnification
        of Indemnitee.
        The
        Corporation hereby agrees that it shall hold harmless, indemnify and defend
        Indemnitee to the fullest extent authorized and permitted by (i) the provisions
        of the Articles and Bylaws and the provisions of the NRS, or by any amendment
        thereof, but in the case of any such amendment, only to the extent that such
        amendment permits the Corporation to provide broader indemnification rights
        than
        the Articles, Bylaws or NRS permitted the Corporation to provide prior to
        such
        amendment or (ii) any other statutory provisions authorizing or permitting
        such
        indemnification which are adopted after the date hereof.

      


      3.    Insurance.

      


      (a)    Insurance
        Policies.
        So long
        as Indemnitee may be subject to any possible claim or threatened, pending
        or
        completed action, suit or proceeding, whether civil, criminal, administrative
        or
        investigative, by reason of the fact that Indemnitee is or was a director,
        officer, employee or agent to the extent that the Corporation maintains one
        or
        more insurance policy or policies providing directors' and officers' liability
        insurance, Indemnitee shall be covered by such policy or policies in accordance
        with its or their terms, to the maximum extent of the coverage applicable
        to any
        director or officer then serving the Corporation.


      
        
          
          

        

        
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      (b)    Maintenance
        of Insurance.
        The
        Corporation shall not be required to maintain the Insurance on any policy
        or
        policies of comparable insurance, as the case may be, if such insurance is
        not
        reasonably available or if, in the reasonable business judgment of the board
        of
        directors of the Corporation which shall be conclusively established by such
        determination by the board of directors, or any appropriate committee thereof,
        either (i) the premium cost for such insurance is substantially disproportionate
        to the amount of coverage thereunder or (ii) the coverage provided by such
        insurance is so limited by exclusions that there is insufficient benefit
        from
        such insurance.

      


      4.    Additional
        Indemnification.
        Subject
        only to the exclusions set forth in Section 5 hereof, the Corporation hereby
        agrees that it shall hold harmless, indemnify and defend
        Indemnitee:

      


      (a)    against
        any and all expenses, including reasonable attorneys' fees, judgments, fines
        and
        amounts paid in settlement actually and reasonably incurred by Indemnitee
        in
        connection with any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative, including an action
        by
        or on behalf of stockholders of the Corporation or by or in the right of
        the
        Corporation, to which Indemnitee is, was or at any time becomes a party,
        or is
        threatened to be made a party, by reason of the fact that Indemnitee is,
        was or
        at any time becomes a director, officer, employee or agent of the Corporation,
        or is or was serving or at any time serves at the request of the Corporation
        as
        a director, officer, employee or agent of another corporation, partnership,
        joint venture, trust or other enterprise; and

      


      (b)    otherwise
        to the fullest extent as may be provided to Indemnitee by the Corporation
        under
        the NRS.

      


      5.    Limitations
        on Additional Indemnification.
        No
        indemnification pursuant to this Agreement shall be paid by the
        Corporation:

      


      (a)    in
        respect to any transaction if it shall be determined by the Reviewing Party,
        or
        by final judgment or other final adjudication, that Indemnitee derived an
        improper personal benefit;

      


      (b)    in
        respect to the return by Indemnitee of any remuneration paid to Indemnitee
        if it
        shall be determined by the Reviewing Party, or by final judgment or other
        final
        adjudication, that such remuneration was not approved by the stockholders
        of the
        Corporation and was thereby in violation of law;

      


      (c)    on
        account of Indemnitee's conduct which is determined by the Reviewing Party,
        or
        by final judgment or other final adjudication, to have involved acts or
        omissions not in good faith or which Indemnitee did not reasonably believe
        to be
        in or not opposed to the best interests of the Corporation, intentional or
        willful misconduct, fraud or a knowing violation of law; or


      
        
          
          

        

        
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      (d)    if
        the
        Reviewing Party or a court having jurisdiction in the matter shall determine
        that such indemnification is in violation of the Articles, the Bylaws or
        law.

      


      6.    Advancement
        of Expenses.
        In the
        event of any threatened or pending action, suit or proceeding in which
        Indemnitee is a party or is involved and which may give rise to a right of
        indemnification under this Agreement, following written request to the
        Corporation by Indemnitee, the Corporation shall promptly pay to Indemnitee
        amounts to cover expenses incurred by Indemnitee in such proceeding in advance
        of its final disposition upon the receipt by the Corporation of (i) a written
        undertaking executed by or on behalf of Indemnitee to repay the advance if
        it
        shall ultimately be determined that Indemnitee is not entitled to be indemnified
        by the Corporation as provided in this Agreement and (ii) satisfactory evidence
        as to the amount of such expenses.

      


      7.    Repayment
        of Expenses.
        Indemnitee agrees that Indemnitee shall reimburse the Corporation for all
        reasonable expenses paid by the Corporation in defending any civil, criminal,
        administrative or investigative action, suit or proceeding against Indemnitee
        in
        the event and only to the extent that it shall be determined by final judgment
        or other final adjudication that Indemnitee is not entitled to be indemnified
        by
        the Corporation for such expenses under the provisions of the NRS or any
        applicable law.

      


      8.    Determination
        of Indemnification; Burden of Proof.
        With
        respect to all matters concerning the rights of Indemnitee to indemnification
        and payment of expenses under this Agreement or under the provisions of the
        Articles and Bylaws now or hereafter in effect, the Corporation shall appoint
        a
        Reviewing Party and any determination by the Reviewing Party shall be conclusive
        and binding on the Corporation and Indemnitee. If under applicable law the
        entitlement of Indemnitee to be indemnified under this Agreement depends
        on
        whether a standard of conduct has been met, the burden of proof of establishing
        that Indemnitee did not act in accordance with such standard of conduct shall
        rest with the Corporation. Indemnitee shall be presumed to have acted in
        accordance with such standard and entitled to indemnification or advancement
        of
        expenses hereunder, as the case may be, unless, based upon a preponderance
        of
        the evidence, it shall be determined by the Reviewing Party that Indemnitee
        did
        not meet such standard. For purposes of this Agreement, unless otherwise
        expressly stated herein, the termination of any action, suit or proceeding
        by
        judgment, order, settlement, whether with or without court approval, or
        conviction, or upon a plea of nolo contendere or its equivalent shall not
        create
        a presumption that Indemnitee did not meet any particular standard of conduct
        or
        have any particular belief or that a court has determined that indemnification
        is not permitted by applicable law.

      


      9.    Effect
        of Change in Control.
        If
        there has not been a Change in Control after the date of this Agreement,
        the
        determination of (i) the rights of Indemnitee to indemnification and payment
        of
        expenses under this Agreement or under the provisions of the Articles and
        the
        Bylaws, (ii) standard of conduct and (iii) evaluation of the reasonableness
        of
        amounts claimed by Indemnitee shall be made by the Reviewing Party or such
        other
        body or persons as may be permitted by the NRS. If there has been a Change
        in
        Control after the date of this Agreement, such determination and evaluation
        shall be made by a special, independent counsel who is selected by Indemnitee
        and approved by the Corporation, which approval shall not be unreasonably
        withheld, and who has not otherwise performed services for Indemnitee or
        the
        Corporation.


      
        
          
          

        

        
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      10.    Continuation
        of Indemnification.
        All
        agreements and obligations of the Corporation contained herein shall continue
        during the period that Indemnitee is a director, officer, employee or agent
        of
        the Corporation, or is or was serving at the request of the Corporation as
        a
        director, officer, employee or agent of another corporation, partnership,
        joint
        venture, trust or other enterprise at the request of the Corporation, and
        shall
        continue thereafter so long as Indemnitee shall be subject to any possible
        claim
        or threatened, pending or completed action, suit or proceeding, whether civil,
        criminal, administrative or investigative, by reason of the fact that Indemnitee
        was a director and/or officer of the Corporation or serving in any other
        capacity referred to herein.

      


      11.    Notification
        and Defense of Claim.
        Promptly after receipt by Indemnitee of notice of the commencement of any
        action, suit or proceeding, Indemnitee shall, if a claim in respect hereof
        is to
        be made against the Corporation under this Agreement, notify the Corporation
        of
        the commencement thereof; provided, however, that delay in so notifying the
        Corporation in writing shall not constitute a waiver or release by Indemnitee
        of
        rights hereunder and that omission by Indemnitee to so notify the Corporation
        shall not relieve the Corporation from any liability which it may have to
        Indemnitee otherwise than under this Agreement. With respect to any such
        action,
        suit or proceeding as to which Indemnitee notifies the Corporation of the
        commencement thereof:

      


      (a)    The
        Corporation shall be entitled to participate therein at its own expense;
        and

      


      (b)    Except
        as
        otherwise provided below, to the extent that it may wish, the Corporation,
        jointly with any other indemnifying party similarly notified, shall be entitled
        to assume the defense thereof and to employ counsel reasonably satisfactory
        to
        Indemnitee. After notice from the Corporation to Indemnitee of its election
        to
        so assume the defense thereof, the Corporation shall not be liable to Indemnitee
        under this Agreement for any legal or other expenses subsequently incurred
        by
        Indemnitee in connection with the defense thereof other than reasonable costs
        of
        investigation or as otherwise provided below. Indemnitee shall have the right
        to
        employ counsel of his own choosing in such action, suit or proceeding but
        the
        fees and expenses of such counsel incurred after notice from the Corporation
        of
        assumption by the Corporation of the defense thereof shall be at the expense
        of
        Indemnitee unless (i) the employment of counsel by Indemnitee has been
        specifically authorized by the Corporation, such authorization to be
        conclusively established by action by disinterested members of the board
        of
        directors though less than a quorum; (ii) representation by the same counsel
        of
        both Indemnitee and the Corporation would, in the reasonable judgment of
        Indemnitee and the Corporation, be inappropriate due to an actual or potential
        conflict of interest between the Corporation and Indemnitee in the conduct
        of
        the defense of such action, such conflict of interest to be conclusively
        established by an opinion of counsel to the Corporation to such effect; (iii)
        the counsel employed by the Corporation and reasonably satisfactory to
        Indemnitee has advised Indemnitee in writing that such counsel's representation
        of Indemnitee would likely involve such counsel in representing differing
        interests which could adversely affect the judgment or loyalty of such counsel
        to Indemnitee, whether it be a conflicting, inconsistent, diverse or other
        interest; or (iv) the Corporation shall not in fact have employed counsel
        to
        assume the defense of such action, in each of which cases the fees and expenses
        of counsel shall be paid by the Corporation. The Corporation shall not be
        entitled to assume the defense of any action, suit or proceeding brought
        by or
        on behalf of the Corporation or as to which a conflict of interest has been
        established as provided in (ii) hereof. Notwithstanding the foregoing, if
        an
        insurance Corporation has supplied directors' and officers' liability insurance
        covering an action, suit or proceeding, then such insurance Corporation shall
        employ counsel to conduct the defense of such action, suit or proceeding
        unless
        Indemnitee and the Corporation reasonably concur in writing that such counsel
        is
        unacceptable.


      
        
          
          

        

        
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      (c)    The
        Corporation 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 Corporation shall not settle any action or claim in
        any
        manner which would impose any liability or penalty on Indemnitee without
        Indemnitee's written consent. Neither the Corporation nor Indemnitee shall
        unreasonably withhold consent to any proposed settlement.

      


      12.    Enforcement.

      


      (a)    The
        Corporation expressly confirms and agrees that it entered into this Agreement
        and assumed the obligations imposed on the Corporation hereby in order to
        induce
        Indemnitee to serve or continue to serve as a director, officer, employee
        and/or
        agent of the Corporation, and acknowledges that Indemnitee is relying upon
        this
        Agreement in continuing in such capacity.

      


      (b)    If
        a
        claim for indemnification or advancement of expenses is not paid in full
        by the
        Corporation within 30 days after a written claim by Indemnitee has been received
        by the Corporation, Indemnitee may at any time assert the claim and bring
        suit
        against the Corporation to recover the unpaid amount of the claim. In the
        event
        Indemnitee is required to bring any action to enforce rights or to collect
        moneys due under this Agreement and is successful in such action, the
        Corporation shall reimburse Indemnitee for all of Indemnitee's reasonable
        attorneys' fees and expenses in bringing and pursuing such action.

      


      13.    Proceedings
        by Indemnitee.
        The
        Corporation shall not be liable to make any payment under this Agreement
        in
        connection with any action, suit or proceeding, or any part thereof, initiated
        by Indemnitee unless such action, suit or proceeding, or part thereof, was
        authorized by the Corporation, such authorization to be conclusively established
        by action by disinterested members of the board of directors though less
        than a
        quorum.

      


      14.    Effectiveness.
        This
        Agreement is effective for, and shall apply to (i) any claim which is asserted
        or threatened before, on or after the date of this Agreement but for which
        no
        action, suit or proceeding has been brought prior to the date hereof, and
        (ii)
        any action, suit or proceeding which is threatened before, on or after the
        date
        of this Agreement but which is not pending prior to the date hereof. This
        Agreement shall not apply to any action, suit or proceeding which was brought
        before the date of this Agreement. So long as the foregoing is satisfied,
        this
        Agreement shall be effective for, and be applicable to, acts or omissions
        occurring prior to, on or after the date hereof.


      
        
          
          

        

        
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      15.    Non-exclusivity.
        The
        rights of Indemnitee under this Agreement shall not be deemed exclusive,
        or in
        limitation of, any rights to which Indemnitee may be entitled under any
        applicable common or statutory law, or pursuant to the Articles, the Bylaws,
        vote of stockholders or otherwise.

      


      16.    Other
        Payments.
        The
        Corporation shall not be liable to make any payment under this Agreement
        in
        connection with any action, suit or proceeding against Indemnitee to the
        extent
        Indemnitee has otherwise received payment of the amounts otherwise payable
        by
        the Corporation hereunder.

      


      17.    Subrogation.
        In the
        event the Corporation makes any payment under this Agreement, the Corporation
        shall be subrogated, to the extent of such payment, to all rights of recovery
        of
        Indemnitee with respect thereto, and Indemnitee shall execute all agreements,
        instruments, certificates or other documents and do or cause to be done all
        things necessary or appropriate to secure such recovery rights to the
        Corporation including, without limitation, executing such documents as shall
        enable the Corporation to bring an action or suit to enforce such recovery
        rights.

      


      18.    Survival;
        Continuation.
        The
        rights of Indemnitee under this Agreement shall inure to the benefit of
        Indemnitee, his heirs, executors, administrators, personal representatives
        and
        assigns, and this Agreement shall be binding upon the Corporation, its
        successors and assigns. The rights of Indemnitee under this Agreement shall
        continue so long as Indemnitee may be subject to any action, suit or proceeding
        because of the fact that Indemnitee is or was a director, officer, employee
        or
        agent of the Corporation or is or was serving at the request of the Corporation
        as a director, officer, employee or agent of another corporation, partnership,
        joint venture, trust or other enterprise. If the Corporation, in a single
        transaction or series of related transactions, sells, leases, exchanges,
        or
        otherwise disposes of all or substantially all of its property and assets,
        the
        Corporation shall, as a condition precedent to any such transaction, cause
        effective provision to be made so that the persons or entities acquiring
        such
        property and assets shall become bound by and replace the Corporation under
        this
        Agreement.

      


      19.    Amendment
        and Termination.
        No
        amendment, modification, termination or cancellation of this Agreement shall
        be
        effective unless made in writing signed by both parties hereto.

      


      20.    Headings.
        Section
        headings of the sections and paragraphs of this Agreement have been inserted
        for
        convenience of reference only and do not constitute a part of this
        Agreement.

      


      21.    Notices.
        All
        notices, demands or other communications to be given or delivered under or
        by
        reason of the provisions of this Agreement will be in writing and will be
        deemed
        to have been given when delivered personally or by telex, facsimile
        transmission, telegram or overnight delivery service, or 72 hours after having
        been mailed by certified or registered mail, return receipt requested, and
        postage prepaid, to the recipient. Such notices, demands and other
        communications will be sent to each party at the address indicated
        below:

      

        
          
            
            

          

          
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                (a)

              	
                if
                  to the Corporation:

              


      


      Ignis
        Petroleum Group, Inc.

      100
        Crescent Court, 7th Floor

      Dallas,
        Texas 75201

      Attn:
        Chairman of the Board of Directors

      


      with
        a
        copy to:

      


      Cantey
        & Hanger, L.L.P.

      2100
        Burnett Plaza

      801
        Cherry Street

      Fort
        Worth, Texas 76102

      Attn:
        Douglas W. Clayton, Esq.

      


      
        	 	
                (b)

              	
                if
                  to the Indemnitee:

              


      

      


      John
        M.
        Glynn

      6648
        Winged Foot Way

      Plano,
        Texas 75093

      


      or
        to
        such other address or to the attention of such other person as the recipient
        party has specified by prior written notice to the sending party.

      


      22.    Severability.
        If any
        provision of this Agreement shall be held to be illegal, invalid or
        unenforceable under any applicable law, then such contravention or invalidity
        shall not invalidate the entire Agreement. Such provision shall be deemed
        to be
        modified to the extent necessary to render it legal, valid and enforceable,
        and
        if no such modification shall render it legal, valid and enforceable, then
        this
        Agreement shall be construed as if not containing the provision held to be
        invalid, and the rights and obligations of the parties shall be construed
        and
        enforced accordingly.

      


      23.    Complete
        Agreement.
        This
        Agreement and those documents expressly referred to herein embody the complete
        agreement and understanding among the parties and supersede and preempt any
        prior understandings, agreements or representations by or among the parties,
        written or oral, which may have related to the subject matter hereof in any
        way.

      


      24.    Counterparts.
        This
        Agreement may be executed in any number of counterparts and by different
        parties
        hereto in separate counterparts, with the same effect as if all parties had
        signed the same document. All such counterparts shall be deemed an original,
        shall be construed together and shall constitute one and the same
        instrument.

      


      25.    Choice
        of Law.
        THIS
        AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

      


      [Signature
        page follows.]

      

        
          
            
            

          

          
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement
        to be executed on the day and year first above written.

      


      
        	 	
                IGNIS
                  PETROLEUM GROUP, INC.

              
	 	 
	 	 
	 	
                By:
                  /s/
                  Michael P. Piazza

              
	 	
                Name:Michael
                  P. Piazza

              
	 	
                Title:
                  President & CEO

              
	 	 
	 	 
	 	
                INDEMNITEE

              
	 	 
	 	 
	 	
                By:
                  /s/
                  John M. Glynn

              
	 	
                            
                  John M. Glynn

              


      

       

      
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