This Indemnification Agreement (the "Agreement") is made as of March __, 2001, by and between PowerBrief, Inc., a Texas corporation (the "Company"), Scott Hancock, a director of the Company, and FW PowerBrief Investors, L.P. (Scott Hancock and FW PowerBrief Investors, L.P. are each referred to herein individually as the "Indemnitee" and collectively as the "Indemnitees").

RECITALS

The Company and Indemnitees recognize the increasing difficulty in obtaining liability insurance for directors, officers, controlling persons and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.  The Company and Indemnitees further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, controlling persons and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.  Indemnitees do not regard the current protection available as adequate under the present circumstances, and Indemnitees 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 and entities, such as Indemnitees, and to indemnify its directors, officers, controlling persons 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 each Indemnitee (including his or its respective directors, officers, shareholders, affiliated or related entities, partners, members, employees, agents, heirs, assigns and spouse, as applicable) and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") to the fullest extent permitted by law if Indemnitee is, was or becomes a party or is threatened to be made a party to 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): (i) by reason of the fact that Indemnitee is or was or may be deemed to be a director, officer, shareholder, controlling person, fiduciary, employee or agent of the Company, or any subsidiary of the Company; (ii) by reason of any action or inaction on the part of Indemnitee while a director, officer, controlling person, shareholder, fiduciary, employee or agent of the Company; or (iii) by reason of the fact that Indemnitee is or was or may be deemed to be serving at the request of the Company as a director, officer, controlling person, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of such Indemnitee while serving in such capacity.  Indemnification shall include, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise or which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a direct or indirect result of any claim made by any shareholder of the Company against an Indemnitee and arising out of or related to any round of financing of the Company (including but not limited to claims regarding non-participation, or non-prorata participation, in such round by such shareholder), or made by a third party against an Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws, against any and all expenses (including reasonable attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines and, to the fullest extent permitted by law, amounts paid in settlement (if, and only 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 and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, "Expenses"), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, 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.


 

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