<SEQUENCE>2

<FILENAME>ex.txt

<TEXT>

                            INDEMNIFICATION AGREEMENT



     This Indemnification Agreement (the "AGREEMENT") is made as of November 15,

2005, by and between LXU  Healthcare,  Inc., a  Massachusetts  corporation  (the

"COMPANY"), and Robert W. Fisher (the "INDEMNITEE").





                                    RECITALS



     The Company and Indemnitee recognize the increasing difficulty in obtaining

liability insurance for directors,  non-voting  observers on the Company's Board

of  Directors  ("non-voting  observers"),  officers and key  employees,  and the

significant  increases in the cost of such insurance and the general  reductions

in the coverage of such insurance.  The Company and Indemnitee further recognize

the  substantial  increase  in  corporate  litigation  in  general,   subjecting

directors,  non-voting  observers,  officers  and  key  employees  to  expensive

litigation  risks at the same time as the availability and coverage of liability

insurance  has been  severely  limited.  Indemnitee  does not regard the current

protection available as adequate under the present circumstances, and Indemnitee

and agents of the  Company  may not be willing to continue to serve as agents of

the Company without  additional  protection.  The Company desires to attract and

retain the services of highly qualified individuals,  such as Indemnitee, and to

indemnify its directors,  non-voting observers, officers and key employees so as

to provide them with the maximum protection permitted by law.



                                    AGREEMENT



     In  consideration  of the mutual promises made in this  Agreement,  and for

other good and valuable consideration,  receipt of which is hereby acknowledged,

the Company and Indemnitee hereby agree as follows:



     1. INDEMNIFICATION.



     (a) THIRD PARTY  PROCEEDINGS.  The Company  shall  indemnify  Indemnitee if

Indemnitee is or was a party or  participant or is threatened to be made a party

to or  participant  in any  threatened,  pending or  completed  action,  suit or

proceeding, whether civil, criminal, administrative or investigative (other than

an  action  by or in the  right of the  Company)  by  reason  of the  fact  that

Indemnitee  is or  was,  or is or was  alleged  to be,  a  director,  non-voting

observer,  officer,  employee or agent of the Company,  or any subsidiary of the

Company, by reason of any action or inaction,  or alleged action or inaction, on

the part of Indemnitee  while an officer,  director or non-voting  observer,  or

while alleged to be an officer, director or non-voting observer, or by reason of

the fact that  Indemnitee is or was, or is or was alleged to be,  serving at the

request of the  Company as a  director,  officer,  employee  or agent of another

corporation,  partnership,  joint venture,  trust or other  enterprise,  against

expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in

settlement  (if such  settlement  is approved in advance by the  Company,  which

approval shall not be unreasonably withheld) actually and reasonably incurred by

Indemnitee  in  connection  with such action,  suit or  proceeding if Indemnitee

acted in good faith and in a manner Indemnitee  reasonably  believed to be in or

not opposed to the best  interests  of the  Company,  and,  with  respect to any

criminal action or proceeding,  had no reasonable cause to believe  Indemnitee's

conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by

judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or

its equivalent,  shall not, of itself,  create a presumption that Indemnitee did

not act in good faith and in a manner which Indemnitee reasonably believed to be

in or not opposed to the best interests of the Company,  or, with respect to any

criminal action or proceeding,  that Indemnitee had reasonable  cause to believe

that Indemnitee's conduct was unlawful.



                                     - 1 -

<PAGE>

     (b)  PROCEEDINGS  BY OR IN THE  RIGHT OF THE  COMPANY.  The  Company  shall

indemnify Indemnitee if Indemnitee was or is a party to or participant in, or is

threatened to be made a party to or participant in, any  threatened,  pending or

completed  action  or  proceeding  by or in  the  right  of the  Company  or any

subsidiary  of the  Company to procure a judgment  in its favor by reason of the

fact  that  Indemnitee  is or  was,  or is or was  alleged  to be,  a  director,

non-voting  observer,  officer,  employee  or  agent  of  the  Company,  or  any

subsidiary  of the  Company,  by reason of any  action or  inaction,  or alleged

action or  inaction,  on the part of  Indemnitee  while an officer,  director or

non-voting observer,  or while alleged to be an officer,  director or non-voting

observer,  or by  reason  of the fact that  Indemnitee  is or was,  or is or was

alleged to be,  serving at the request of the  Company as a  director,  officer,

employee or agent of another corporation,  partnership,  joint venture, trust or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC