**NOW THEREFORE**in consideration of the sum of $1.00 now given by the Indemnified Party to theCorporation, the Indemnified Party’s agreement to become or continue as a Director or Officer ofthe Corporation, the mutual covenants and agreements contained in this Agreement and other good andvaluable consideration (the receipt and sufficiency of which are hereby acknowledged), the partiesagree as follows:1. For the purposes of this Agreement: 1.1 “Agreement” means this Indemnification Agreement; 1.2 “Director” and “Officer”, respectively, means an individual who is or was adirector or an officer of the Corporation, as the case may be, or who acts or acted, atthe Corporation’s request, as a director or an officer of or in a similar capacity inrespect of one or more Other Entities, and the phrase “Director and Officer” means anindividual who is or was either a Director or an Officer, or both. For greatercertainty, serving as a director includes serving as a member of one or more committeesof the board of directors; 1.3 “Costs” shall include: 1.3.1 subject to section 11, an amount paid to settle an action orsatisfy a judgment, except in respect of an action to which section 6 isapplicable unless and until approval of the Supreme Court of the YukonTerritory has been obtained; 1.3.2 a fine, penalty, levy, charge, award, damages, settlementpayment, compensation or financial imposition paid to or imposed by anydomestic or foreign government (federal, provincial, municipal or otherwise) orto any regulatory authority, agency, commission or board of any domestic orforeign government, or imposed by any court or any other law, regulation orrule-making entity having jurisdiction in the relevant circumstances(collectively, a “Governmental Authority”), including as a result of a breachor alleged breach of any statutory or common law duty imposed on directors orofficers or of any law, statute, rule or regulation or any provision of thearticles, by-laws or any resolution of the Corporation or an Other Entity; 1.3.3 an amount paid to satisfy a liability arising as a result ofthe failure of the Corporation or an Other Entity to pay wages, vacation payand any other amounts that may be owing to employees or to make contributionsthat may be required to be made to any pension plan, retirement income plan orother benefit plan for employees or to remit to any Governmental Authoritypayroll deductions, income taxes or other taxes, or any other amounts payableby the Corporation or an Other Entity; and 1.3.4 an amount equal to the per diem meeting fee paid by theCorporation to its directors at such time, for each day spent by theIndemnified Party in dealing with, responding to or assisting the Corporationwith the resolution of any Proceeding relating to the Indemnified Party. Theamount of the fee shall be pro rated for less than any full day spent, andshall not be paid in respect of meetings of the Board of Directors or acommittee thereof attended by the Indemnified Party for which he is socompensated by the Corporation;
 
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 1.4 “Expenses” shall include all expenses incurred by or on behalf of theIndemnified Party in connection with any Proceeding, and shall include, withoutlimiting thegenerality of the foregoing, legal costs on a solicitor and his own client basis,together with retainers, court costs, transcripts, fees of experts, witness fees,travel expenses, duplicating costs, printing and binding costs, telephone andfacsimile charges, postage, delivery service fees and all other disbursements,costs, charges and expenses incurred by or on behalf of the Indemnified Party inconnection with such Proceeding, including those incurred in interpreting, applyingand enforcing the Indemnified Party’s rights under this Agreement; 1.5 The Indemnified Party shall be considered to be “involved” in any Proceeding ifthe Indemnified Party has any participation whatsoever in such Proceeding, includingmerely as a witness or a person providing information; 1.6 “Other Entity” shall include a body corporate, partnership, joint venture,association, employee benefit plan, trust or other enterprise or organization of whichthe Corporation is or was a shareholder or creditor and for which an individual acts oracted as a director or officer or in a similar capacity at the request of theCorporation, and includes an entity that becomes an Other Entity subsequent to the datehereof; 1.7 “Proceeding” shall include a claim, demand, suit, action, proceeding orinvestigation (civil, criminal, regulatory, administrative, arbitral or other), whetheranticipated, threatened, pending, commenced, continuing or completed, and any appeal orappeals therefrom, and any other circumstance or situation, in respect of which theIndemnified Party reasonably requires legal advice or representation concerning theactual, possible or anticipated imposition of Costs or Expenses upon the IndemnifiedParty and arising at any time in whole or in part, directly or indirectly, from theIndemnified Party being or having been a Director or Officer, notwithstanding that theIndemnified Party denies liability for the possible Costs or Expenses or that thepossible attempt to impose such Costs or Expenses is without merit; 1.8 Unless the context otherwise requires, words importing the singular include theplural and vice versa and words importing gender include all genders; and 1.9 Unless otherwise indicated, references to sections are to sections in thisAgreement.2. Subject to sections 3 and 4, the Corporation agrees to the fullest extent not prohibited bylaw, promptly upon demand, to indemnify and save harmless the Indemnified Party and his heirsand legal representatives: 2.1 from and against all Costs, charges and Expenses incurred by the IndemnifiedParty in respect of any Proceeding in which the Indemnified Party is involved or issubject by reason of being or having been a Director and Officer; and 2.2 from and against all liabilities, damages, Costs, charges and Expenseswhatsoever that the Indemnified Party may sustain or incur as a result of serving as aDirector and Officer in respect of any act, matter, deed or thing whatsoever made,done,committed, permitted or acquiesced in by the Indemnified Party as a Director andOfficer, whether before or after the effective date of this Agreement. 
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3. The Corporation will indemnify the Indemnified Party under section 2 in all circumstances inwhich indemnification of a director or officer is permitted by the YBCA, which at the datehereof provides that the Corporation may indemnify the Indemnified Party if the IndemnifiedParty: 3.1 acted honestly and in good faith with a view to the best interests of theCorporation; and 3.2 in the case of a criminal or administrative Proceeding that is enforced by amonetary penalty, the Indemnified Party had reasonable grounds for believing that theIndemnified Party’s conduct was lawful.The applicable provisions of the YBCA permitting indemnification are referred to in thisAgreement as the “Standards of Conduct”.4. Upon the Indemnified Party becoming aware of any Proceeding which may give rise toindemnification under this Agreement, the Indemnified Party shall give written notice to theCorporation, directed to its Chief Executive Officer or President or Chief Financial Officer,as soon as is practicable, provided however that failure to give notice in a timely fashionshall not disentitle the Indemnified Party to indemnification unless, and then only to theextent that, the Corporation suffers actual prejudice by reason of the delay.5. The Corporation may conduct any investigation it considers appropriate of any Proceeding ofwhich it receives notice under section 4, and shall pay all costs of that investigation.6. In respect of an action by or on behalf of the Corporation or an Other Entity to procure ajudgment in its favour to which the Indemnified Party is made a party by reason of being orhaving been a Director and Officer of the Corporation or the Other Entity, the Corporationshall: (a) first determine, acting reasonably, whether the Director or Officer seekingindemnification has met the Standards of Conduct; (b) if satisfied that the Standards of Conduct have been met in accordance with (a)above, apply forthwith to the Supreme Court of the Yukon Territory pursuant to section126(2) of the YBCA for the approval of the court to indemnify such Director or Officerunder this Agreement in connection with such action, including the making of ExpenseAdvances under section 7; and (c) notwithstanding the foregoing, indemnify the Director or Officer seekingindemnification only after such Director or Officer has applied to and received anorder approving such indemnification from the Supreme Court of the Yukon Territoryunder section 126(3) of the YBCA.

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7. The parties wish to facilitate the payment by the Indemnified Party of ongoing costs inconnection with matters for which indemnification under this Agreement is provided.Accordingly, the parties agree as follows: 7.1 the Indemnified Party has the right to incur Expenses for the purpose ofprotecting his interests fully and effectively in any Proceeding; 7.2 the Corporation shall, promptly upon demand, make advances (“Expense Advances”)to the Indemnified Party for any Costs and Expenses for which the Indemnified Partyseeks indemnification under this Agreement at any time after the inception ofProceedings and up to the final disposition of the relevant Proceeding. In connectionwith such demand, the Indemnified Party shall provide the Corporation with: (a) awritten affirmation of the Indemnified Party’s good faith belief that the IndemnifiedParty is entitled to indemnification hereunder, together with particulars of the Costsand Expenses to be covered by the proposed Expense Advance; and (b) a writtenundertaking to repay Expense Advances in the circumstances set forth in section 7.3hereof; and 7.3 the Indemnified Party shall repay to the Corporation, upon demand, ExpenseAdvances (a) if and to the extent that it is determined by a court of competentjurisdiction that the Indemnified Party is not entitled to indemnification hereunder,(b) if and to the extent that the Corporation has fully performed its obligations tothe Indemnified Party under this Agreement with respect to the advancement of ExpenseAdvances and other matters bearing on the ability of the Indemnified Party to protecthis interests fully and effectively in the Proceeding, and (c) subject to any right ofcounterclaim or set off in favour of the Indemnified Party.8. Subject to section 9, the Indemnified Party has the right to appoint and instruct independentcounsel to act on his behalf with respect to a Proceeding and all Expenses incurred by or inconnection with such appointment and engagement shall be indemnified, advanced, paid orreimbursed, as the case may be by the Corporation as contemplated by sections 2 and 7.9. The Corporation shall be entitled to participate, at its own expense, in the defence of theIndemnified Party in any Proceeding. If the Corporation so elects after receipt of notice of aProceeding, or the Indemnified Party in that notice so directs, the Corporation shall assumecontrol of the negotiation, settlement or defence of the Proceeding, in which case the defenceshall be conducted by experienced and competent counsel chosen by the Corporation andreasonably satisfactory to the Indemnified Party. If the Corporation elects to assume controlof the defence, the Indemnified Party shall have the right to participate in the negotiation,settlement or defence of the Proceeding and to retain counsel to act on the IndemnifiedParty’s behalf, and the fees and disbursements of that counsel shall be paid by theCorporation. Notwithstanding the foregoing provisions, the Indemnified Party shall have theright, at the Corporation’s expense, to separately retain counsel of such Indemnified Party’schoice, in respect of the defence of any Proceeding in respect of which the Corporation haselected to assume control if: (i) the employment 
 
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of such counsel has been authorized by theCorporation; (ii) the Corporation has not assumed the defence and employed competent and experienced counsel therefor promptly afterreceiving notice of such Proceeding; or (iii) counsel retained by the Corporation or theIndemnified Party has advised the Indemnified Party that representation of both parties bythe same counsel would be inappropriate for any reason, including for the reason that theremay be legal defences available to the Indemnified Party which are different from or inaddition to those available to the Corporation (in which event and to that extent, theCorporation shall not have the right to assume or direct the defence on such IndemnifiedParty’s behalf) or that there is a conflict of interest between the Corporation and theIndemnified Party or the subject matter of the Proceeding may not fall within the indemnityset forth herein (in any of which events the Corporation shall not have the right to assumeor direct the defence on such Indemnified Party’s behalf), provided that the Corporationshall not be responsible for the fees or expenses of more than one legal firm acting onbehalf of the Indemnified Party in any single jurisdiction at any one time. The IndemnifiedParty and the Corporation shall cooperate fully with each other and their respective counselin the investigation related to, and defence of, any Proceeding and shall make available toeach other all relevant books, records, documents and files and shall otherwise use theirbest efforts to assist each other’s counsel to conduct a proper and adequate defence.10. The indemnities in section 2 shall not apply in respect of any Proceeding initiated by theIndemnified Party: 10.1 against the Corporation or an Other Entity, unless it is brought to establishor enforce any right under this Agreement; 10.2 against any Director or Officer unless the Corporation or the Other Entity, asthe case may be, has joined in or consented to the initiation of such Proceeding; or 10.3 against any other corporation, partnership, trust, joint venture,unincorporated entity or person, unless it is a counterclaim in such Proceeding.11. The parties wish to encourage the settlement of any Proceeding. Accordingly, the partiesagree as follows: 11.1 the Corporation may, with the prior written consent of the Indemnified Party(which consent shall not be unreasonably withheld or delayed), enter into an agreementto settle any Proceeding; 11.2 no admission of liability and no settlement of any Proceeding shall be made bythe Corporation without the prior written consent of the Indemnified Party affected(which consent shall not be unreasonably withheld or delayed) unless such settlementincludes an unconditional general release of the Indemnified Party from any and allliabilities arising out of such Proceeding without any admission of negligence,misconduct, liability or responsibility by the Indemnified Party; 11.3 the Corporation shall not be liable for any settlement of any Proceedingeffected without its prior written consent (which consent shall not be unreasonablywithheld or delayed);
 
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 11.4 the Indemnified Party shall have the right to negotiate a settlement in respectof any Proceeding, provided that if the Corporation, acting reasonably, declines toapprove the settlement, the Indemnified Party shall pay any compensation or otherpayment to be made under the settlement and the costs of negotiating and implementingthe settlement, and shall not seek indemnity from the Corporation in respect of suchcompensation, payment or costs; and 11.5 the settlement of a Proceeding shall not create a presumption that theIndemnified Party did not meet or would not have met the Standards of Conduct.12. The Corporation shall ensure that all liabilities of the Corporation under this Agreement andall of the actions of the Indemnified Party which fall within the Standards of Conduct are atall times covered by directors’ and officers’ liability insurance maintained by theCorporation in favour of the Corporation and the Indemnified Party with a responsible insurer.In this regard, the parties agree that: 12.1 the responsibility for obtaining, maintaining and obtaining for the benefit ofthe Indemnified Party such directors’ and officers’ liability insurance shall rest withthe Corporation and shall be implemented by a senior manager of the Corporation whoshall involve an insurance broker or other person having expertise and experience indirectors’ and officers’ liability insurance; 12.2 the Corporation shall provide to the Indemnified Party a summary of thematerial terms of each policy of insurance providing the coverages contemplated by thissection 12 promptly after such coverage is obtained, and shall promptly notify theIndemnified Party if the insurer cancels or refuses to renew such coverage (or any partof such coverage); 12.3 such insurance coverage need not be obtained by the Corporation only if thecoverage is not available from responsible insurers, or is available from one or moreresponsible insurers but at a cost which, in the opinion of the Corporation, actingreasonably and taking into account the financial condition and size of the Corporation,the nature of its business and the extent of the risks of personal liability to whichthe Indemnified Party is or may be subject, is grossly excessive, in which case theIndemnified Party may elect to terminate his position as a Director of the Corporationbut the provisions of this Agreement shall remain in full force and effect for hisbenefit following such termination; 12.4 the Corporation shall not do any act or thing (including changing insurers), orfail to do any act or thing, that could cause or result in a denial of insurancecoverage or of any claim under such coverage; 12.5 the Corporation shall give prompt notice of the commencement of any Proceedingto the insurers on the directors’ and officers’ liability insurance maintained by theCorporation, if any, in accordance with the procedures set forth in the respectivepolicies. The Corporation shall thereafter take all necessary action to cause suchinsurers to pay, on behalf of the Indemnified Party, all amounts payable as a result ofsuch Proceedings in accordance with the terms of such policies; and 12.6 in the event of any reduction in, or cancellation of, the directors’ andofficers’ liability insurance maintained by the Corporation, the Indemnified Party’srights to Expense Advances and indemnification shall not be affected by such reductionor cancellation.
 
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13. Should any payment made pursuant to this Agreement, including the payment of insurancepremiums or any payment made by an insurer under an insurance policy, be deemed to constitutea taxable benefit or otherwise be or become subject to any tax or levy, then the Corporationshall pay any amount as may be necessary to ensure that the amount received by or on behalf ofthe Indemnified Party, after the payment of or withholding for such tax, fully reimburses theIndemnified Party for the actual cost, expense or liability incurred by or on behalf of theIndemnified Party.14. Notwithstanding the date of execution of this Agreement, this Agreement shall be effective asof the date on which the Indemnified Party first became a Director or Officer, except that therights of the Indemnified Party with respect of insurance coverage are as stated in Section 12of this Agreement.15. This Agreement is to be interpreted broadly and purposively so as to provide the IndemnifiedParty with the broadest possible entitlement to Expense Advances and to indemnification exceptas and to the extent prohibited by applicable law as presently in effect or as changed afterthe date of this Agreement, whether by statute or judicial decision.16. Each of the provisions contained in this Agreement is distinct and severable and adeclaration of invalidity or unenforceability of any such provision or part thereof by a courtof competent jurisdiction shall not affect the validity or enforceability of any otherprovision hereof. Should the content, or the application sought by the Indemnified Party ofany of the provisions of this Agreement, be found to exceed the scope of indemnificationlawfully available to the Indemnified Party from the Corporation, the affected provision is tobe read down so as to be interpreted or applied with the smallest reduction in scopeconsistent with the applicable law and with the purpose of this Agreement, including thissection 16. To the extent permitted by applicable law, the parties waive any provision ofapplicable law which renders any provision of this Agreement invalid or unenforceable in anyrespect.17. The Indemnified Party’s right to indemnification under this Agreement is in addition to, andnot in substitution for, any rights of indemnification in favour of the Indemnified Partypursuant to any provision of the Articles of Incorporation or Bylaws of the Corporation, anyagreement, vote of stockholders or disinterested directors, applicable law or otherwise. Noamendment, termination or repeal of any provision of the Articles of Incorporation or Bylawsof the Corporation, or any respective successors thereto, shall affect or diminish in any waythe rights of the Indemnified Party to indemnification, or the obligations of the Corporation,arising under this Agreement, whether the alleged actions or conduct of the Indemnified Partygiving rise to the necessity of such indemnification arose before or after any such amendment,termination or repeal.
 
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18. It being the desire of the parties, notwithstanding the restrictive provisions of the*Limitation of Actions Act*(Yukon Territory), the *Limitation Act*, 1996 (British Columbia) orany successor legislation, or any similar legislation of any other jurisdiction which may beapplicable in any action brought by a Director or Officer pursuant to this Agreement (the“Limitation Acts”), to provide for the equivalent of a limitation period of six years from theconclusion of a Proceeding, the parties: (a) acknowledge that, in the Limitation Acts, the limitation period currentlyprescribed for certain Proceedings under this Agreement by an Indemnified Party or theCorporation, or any person claiming in right thereof, may be two years from the day onwhich the claim was discovered within the meaning of the Limitation Acts; and (b) agree that if and when: (i) it is lawful for the parties to enter into an agreement tovary, exclude or waive the limitation period otherwise applicable under aLimitation Act, or (ii) a Limitation Act is amended to prescribe a longer limitationperiod, then:this Agreement will be deemed to have been amended, with effect from the date of therelevant change, clarification, or amendment, to provide that any Proceeding inrespect of a claim under this Agreement must be commenced within six years from theconclusion of the pertinent Proceeding, or such longer period as may be prescribedor permitted by statute. For greater certainty, this provision shall apply to anyclaim which would, prior to such date, have been statute-barred but where thepertinent Proceeding was concluded less than six years before such date, and forthat purpose the parties agree that in such circumstances the Corporation shall notplead and does hereby waive any limitation defence which would otherwise have beenavailable to it in an action brought by a Director or Officer under this Agreement.19. Except as expressly provided in this Agreement, no amendment or waiver of this Agreementshall be binding unless executed in writing by the party to be bound thereby. No waiver of anyprovision of this Agreement shall constitute a waiver of any other provision hereof (whetheror not similar), nor shall any waiver of any provision of this Agreement constitute acontinuing waiver unless otherwise expressly provided.20. The obligations of the Corporation under this Agreement shall survive its termination andcontinue in full force after the Indemnified Party ceases to be a Director or Officer of theCorporation.21. This Agreement shall enure to the benefit of the Indemnified Party and the IndemnifiedParty’s heirs, personal and legal representatives, executors and administrators and shall bebinding upon the Corporation and its successors (including any direct or indirect successor bymerger, consolidation or operation of law). This Agreement shall not otherwise be assignableby the Corporation or the Indemnified Party.
 
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22. This Agreement shall be governed by and construed in accordance with the laws of the YukonTerritory and the laws of Canada applicable therein.**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement.           **IVANHOE ENERGY INC.**             By: /s/ Beverly A. Bartlett             Name: Beverly A. Bartlett      Title: Vice President & Corporate Secretary             /s/ Alexander A. Molyneux         Alexander A. Molyneux  
 
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