Indemnification agreement
May 25, 2001
U.S./ACE Security Laminates, Inc.
A Delaware Corporation
▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-and-
ACE Security Laminates International, Inc.
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Road, Leyton
▇▇▇▇▇▇ ▇▇▇▇▇▇, U.K.
-and-
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-and-
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ #▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
In consideration of and in order to enhance U.S./ACE Security Laminates,
Inc. and ACE Security Laminates International, Inc ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇. hereinafter referred to as "USACE" ,for the return of the Shares
originally issued to Ace Security Laminates International, Inc. by OmniNet
▇▇▇▇▇.▇▇▇, Inc., a Nevada corporation and acknowledging Ace Security
Laminates International, Inc. will rely upon the subject matter of this
letter
agreement in consummating return of OmniNet ▇▇▇▇▇.▇▇▇, Inc common stock, it
is
hereby agreed as follows:
1. Indemnity. Subject to limitations contained in paragraph 2,the
undersigned does hereby indemnify and hold harmless USACE to the extent of
100
percent of the liability of USACE by reason of any claim or claims asserted
against them based upon the connection with the return of stock pursuant to
the Recision Agreement, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇,▇▇▇▇▇▇ prior to the date of this
Agreement, whether directly or indirectly to any person, entity, or
government
agency. In computing liability, however there shall be included attorneys'
fees and disbursements incurred by USACE in defense of such claim.
2. Notice; defense of claim; tax rebates. The indemnity described
in
paragraph 1 is subject to the following limitations:
(a) Any portion of the USACE Group shall promptly notify the
undersigned at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or any other address
designated by the company in writing, at any time), as soon as they have
knowledge of any inquiry relating to any claim being asserted against any of
them by any person, business entity, or United States government agency
arising from the return of the shares in question.
1
(b) All responses to such inquiries and the defense of any such
claim shall be conducted by USACE and no action shall be taken by any party
with respect to any such claim or inquiry without the consent of the
undersigned. If however the parties cannot agree with respect to the defense
of any such claim they shall immediately refer such defense to their legal
counsel. The decision of any firm accepting the referral of such defense in
accordance with this paragraph shall be conclusive and binding upon the
parties. If none of the law firms accepts the referral of such defense, then
the opinion of the attorney for the corporation defending such claim shall be
controlling, conclusive, and binding upon the parties. Upon retention of any
attorney by USACE to defend any claim or claims, and upon the retaining of
any
▇▇▇▇ by such attorney to USACE for fees and/or disbursements and expenses,
upon presentation of proof of such ▇▇▇▇ by USACE, as the case may be, the
undersigned agrees to immediately pay to such corporation 100 percent of such
fees, disbursements, and expenses with respect to each such ▇▇▇▇. If the
undersigned fails to make such payment, he shall not have the right set forth
in this subparagraph (b) to be consulted or to give his consent or objection
with respect to the defense of any such claim, and consent of the undersigned
shall not be required with respect to the defense of any such claim. It
shall, nevertheless, be the obligation of the undersigned, pursuant to this
Agreement, to pay to USACE 100 percent of the attorneys' fees and
disbursements as above set forth as part of the obligation of this
Indemnification Agreement, when paid by such corporation.
(c) If as a result of any payment of such claim and/or fees and
disbursements, USACE shall benefit under the applicable provisions of the
Internal Revenue Code or of state and local tax statutes, from any deduction
permitted under the Code and/or statues for the payment of any claims, fees
and/or disbursements, then USACE as the case may be, shall refund to OmniNet
▇▇▇▇▇.▇▇▇, Inc. 100 percent of such benefit upon the final determination
thereof. The benefit shall be determined in accordance with generally
accepted accounting principles by the corporations' regular independent
certified public accountant. The corporations shall not be required to
disclose to OmniNet ▇▇▇▇▇.▇▇▇, Inc. any financial information relating to
USACE, except as required by law. The parties shall accept the accountant's
determination as binding, conclusive, and controlling. The fact that OmniNet
▇▇▇▇▇.▇▇▇, Inc. may be entitled to such refund after calculation of any tax
benefit realized or to be realized by the corporation shall not be a
condition
precedent to the payment by the undersigned of any sum required to be paid
pursuant to paragraph 1 or 2 of this Agreement.
5. Governing law. This Agreement shall be deemed to be made in the
State of Nevada and shall be governed by the laws thereof.
6. Miscellaneous provisions. This Agreement shall be binding and
conclusive upon the respective parties and their successors, heirs, assigns,
executors, administrators, and legal representatives, and shall not be
modified unless in writing and signed by all of the parties in the same
manner
as this Agreement is executed.
2
Agreed to and Accepted:
OMNINET ▇▇▇▇▇.▇▇▇, INC
A Nevada Corporation
/s/ Don A Stffens
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
U.S. ACE SECURITY LAMINATES, INC
/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary/Director
And
ACE SECURITY LAMINATES INTERNATIONAL, INC.
/s/
By:
And
/s/ ▇▇▇▇▇ ▇▇▇▇▇
Brain ▇▇▇▇▇
And
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
3