EVENTURES GROUP INC
FORM OF INCUMBENT DIRECTORS AND OFFICERS
<DOCUMENT>
<TYPE>EX-10.50.A
<SEQUENCE>8
<FILENAME>d80441ex10-50_a.txt
<DESCRIPTION>FORM OF INCUMBENT DIRECTORS AND OFFICERS
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.50A


                            INDEMNIFICATION AGREEMENT


      This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into
as of April 4th, 2000 (the "Agreement Date") by and between eVentures Group,
Inc., a Delaware corporation (including any successors thereto, the "Company")
and [________] ("Indemnitee").

                                    RECITALS:

A. Competent and experienced persons are reluctant to serve or to continue to
serve corporations as directors, officers, or in other capacities unless they
are provided with adequate protection through insurance or indemnification (or
both) against claims and actions against them arising out of their service to,
and activities on behalf of, those corporations.

B. The current uncertainties relating to the availability of adequate insurance
for directors and officers have increased the difficulty for corporations to
attract and retain competent and experienced persons.

C. The Board of Directors of the Company (the "Board") has determined that the
continuation of present trends in litigation will make it more difficult to
attract and retain competent and experienced persons, that this situation is
detrimental to the best interests of the Company's stockholders, and that the
Company should act to assure its directors and officers that there will be
increased certainty of adequate protection in the future.

D. It is reasonable, prudent, and necessary for the Company to obligate itself
contractually to indemnify its directors and officers to the fullest extent
permitted by applicable law in order to induce them to serve or continue to
serve the Company.

E. Indemnitee is willing to serve and continue to serve the Company on the
condition that Indemnitee be indemnified to the fullest extent permitted by law.

F. Concurrently with the execution of this Agreement, Indemnitee is agreeing to
serve or to continue to serve as a director or officer of the Company.

                                   AGREEMENTS:

      NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's
agreement to serve or continue to serve as a director or officer of the Company,
and the covenants contained in this Agreement, the Company and Indemnitee hereby
covenant and agree as follows:


      1.     Certain Definitions.  For purposes of this Agreement:

             (a) Affiliate: shall mean any Person that directly, or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with the Person specified.


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             (b) Change of Control: shall mean the occurrence of any of the
following events:

                 (i) The acquisition after the Agreement Date by any individual,
entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (x) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (y) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
paragraph (i), the following acquisitions shall not constitute a Change of
Control: any acquisition directly from the Company or any Subsidiary thereof;
any acquisition by the Company or any Subsidiary thereof; any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any Subsidiary of the Company; or any acquisition by any entity or its
security holders pursuant to a transaction which complies with clauses (A), (B),
and (C) of paragraph (iii) below;

                 (ii) Individuals who, as of the Agreement Date, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Agreement Date whose election or appointment by the
Board or nomination for election by the Company's stockholders was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board;

                 (iii) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company or an acquisition of assets of another corporation (a "Business
Combination"), in each case unless, following such Business Combination, (A) all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Voting Securities, (B) no Person
(excluding any employee benefit plan (or related trust) of the Company, or the
corporation resulting from such Business Combination, beneficially owns,
directly or indirectly, 20% or more of the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such
ownership of the Company existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the


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Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or

                 (iv) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

             (c) Claim: shall mean any threatened, pending, or completed action,
suit, or proceeding (including, without limitation, securities laws actions,
suits, and proceedings and also any cross claim or counterclaim in any action,
suit, or proceeding), whether civil, criminal, arbitral, administrative, or
investigative in nature, or any inquiry or investigation (including discovery),
whether conducted by the Company or any other Person, that Indemnitee in good
faith believes could reasonably be expected to lead to the institution of any
action, suit, or proceeding.

             (d) Expenses: shall mean all costs, expenses (including attorneys'
and expert witnesses' fees), and obligations paid or incurred in connection with
investigating, defending (including affirmative defenses and counterclaims),
being a witness in, or participating in (including on appeal), or preparing to
defend, be a witness in, or participate in, any Claim relating to any
Indemnifiable Event.

             (e) Indemnifiable Event: shall mean any actual or alleged act,
omission, statement, misstatement, event, or occurrence related to the fact that
Indemnitee is or was a director, officer, agent, or fiduciary of the Company, or
is or was serving at the request of the Company as a director, officer, trustee,
agent, or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust, or other enterprise, or by reason of any actual or alleged
thing done or not done by Indemnitee in any such capacity, but shall exclude
acts or omissions to the extent that they are finally determined by a court of
competent jurisdiction (after exhaustion of all appeals) to have resulted from
the gross negligence or willful misconduct of Indemnitee. For purposes of this
Agreement, the Company agrees that Indemnitee's service on behalf of or with
respect to any Subsidiary or employee benefit plan of the Company or any
Subsidiary of the Company shall be deemed to be at the request of the Company.

             (f) Indemnifiable Liabilities: shall mean all Expenses and all
other liabilities, damages (including, without limitation, punitive, exemplary,
and the multiplied portion of any damages), judgments, payments, fines,
penalties, amounts paid in settlement, and awards paid or incurred that arise
out of, or in any way relate to, any Indemnifiable Event.

             (g) Person: shall mean any individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated association, or
other form of business or legal entity or governmental entity.

             (h) Potential Change of Control: shall be deemed to have occurred
if: (i) the Company enters into an agreement, the consummation of which would
result in the occurrence of a Change of Control, (ii) any Person (including the
Company) publicly announces an intention to take or to consider taking actions
that, if consummated, would constitute a Change of Control and the success and
consummation of such intention reasonably appears to be more likely than not, or
(iii) the Board adopts a resolution to the effect that, for purposes of this
Agreement, a


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Potential Change of Control has occurred, except in each case for a transaction
in which an Indemnitee is participating as an active principal and not solely as
a result of such Indemnitee's position as a director or officer.

             (i) Reviewing Party: shall mean a member or members of the Board
who are not parties to the particular Claim for which Indemnitee is seeking
indemnification or if a Change of Control has occurred or if there is a
Potential Change of Control and Indemnitee so requests, or if the members of the
Board so elect, or if all of the members of the Board are parties to such Claim,
Special Counsel.

             (j) Special Counsel: shall mean special, independent legal counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed material services
for the Company or for Indemnitee within the last three years (other than as
Special Counsel under this Agreement or similar agreements).

             (k) Subsidiary: shall mean, with respect to any Person, any
corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly, by
that Person.

      2.     Indemnification and Expense Advancement.

             (a) The Company shall indemnify Indemnitee and hold Indemnitee
harmless to the fullest extent permitted by law, as soon as practicable, but in
no event later than 30 days after written demand is presented to the Company,
from and against any and all Indemnifiable Liabilities. Notwithstanding the
foregoing, the obligations of the Company under this Section 2(a) shall be
subject to the condition that the Reviewing Party shall not have determined (in
a written opinion, in any case in which Special Counsel is involved) that
Indemnitee is not permitted to be indemnified under applicable law. Nothing
contained in this Agreement shall require any determination under this Section
2(a) to be made by the Reviewing Party prior to the disposition or conclusion of
the Claim against the Indemnitee.

             (b) If so requested by Indemnitee, the Company shall advance to
Indemnitee all reasonable Expenses incurred by Indemnitee to the fullest extent
permitted by law (or, if applicable, reimburse Indemnitee for any and all
reasonable Expenses incurred by Indemnitee and previously paid by Indemnitee)
within ten business days after such request (an "Expense Advance") and delivery
by Indemnitee of an undertaking to repay Expense Advances if and to the extent
such undertaking is required by applicable law prior to the Company's payment of
Expense Advances. The Company shall be obligated from time to time at the
request of Indemnitee to make or pay an Expense Advance in advance of the final
disposition or conclusion of any Claim. In connection with any request for an
Expense Advance, if requested by the Company, Indemnitee or Indemnitee's counsel
shall submit an affidavit stating that the Expenses to which the Expense
Advances relate are reasonable. Any dispute as to the reasonableness of any
Expense shall not delay an Expense Advance by the Company. If, when, and to the
extent that the Reviewing Party determines that Indemnitee would not be
permitted to be indemnified with respect to a Claim under applicable law or the
amount of the Expense Advance was not reasonable, the Company shall be entitled
to be reimbursed by Indemnitee and Indemnitee


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hereby agrees to reimburse the Company without interest (which agreement shall
be an unsecured obligation of Indemnitee) for (x) all related Expense Advances
theretofore made or paid by the Company in the event that it is determined that
indemnification would not be permitted or (y) the excessive portion of any
Expense Advances in the event that it is determined that such Expense Advances
were unreasonable, in either case, if and to the extent such reimbursement is
required by applicable law; provided, however, that if Indemnitee has commenced
legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee could be indemnified under applicable law, or that the Expense
Advances were reasonable, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law or that
the Expense Advances were unreasonable shall not be binding, and the Company
shall be obligated to continue to make Expense Advances until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed), which determination shall be
conclusive and binding. If there has been a Potential Change of Control or a
Change of Control, the Reviewing Party shall be advised by or shall be Special
Counsel, if Indemnitee so requests. If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively is not permitted to be indemnified in whole or part under
applicable law or that any Expense Advances were unreasonable, Indemnitee shall
have the right to commence litigation in any court in the states of Texas or
Delaware having subject matter jurisdiction thereof and in which venue is proper
seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, and the Company
hereby consents to service of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Indemnitee.

             (c) Nothing in this Agreement, however, shall require the Company
to indemnify Indemnitee with respect to any Claim initiated by Indemnitee, other
than a Claim solely seeking enforcement of the Company's indemnification
obligations to Indemnitee or a Claim authorized by the Board.

      3.     Change of Control. The Company agrees that, if there is a Potential
Change of Control or a Change of Control and if Indemnitee requests in writing
that Special Counsel be the Reviewing Party, then Special Counsel shall be the
Reviewing Party. In such a case, the Company agrees not to request or seek
reimbursement from Indemnitee of any indemnification payment or Expense Advances
unless Special Counsel has rendered its written opinion to the Company and
Indemnitee: (i) that the Company was not or is not permitted under applicable
law to pay Indemnitee and to allow Indemnitee to retain such indemnification
payment or Expense Advances or (ii) that such Expense Advances were
unreasonable. However, if Indemnitee has commenced legal proceedings in a court
of competent jurisdiction to secure a determination that Indemnitee could be
indemnified under applicable law or that the Expense Advances were reasonable,
any determination made by Special Counsel that Indemnitee would not be permitted
to be indemnified under applicable law or that the Expense Advances were
unreasonable shall not be binding, and Indemnitee shall not be required to
reimburse the Company for any Expense Advance, and the Company shall be
obligated to continue to make Expense Advances, until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed), which determination shall be
conclusive and binding. The Company agrees to pay the reasonable fees of Special
Counsel and to indemnify Special


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Counsel against any and all expenses (including attorneys' fees), claims,
liabilities, and damages arising out of or relating to this Agreement or Special
Counsel's engagement pursuant hereto.

      4.     Establishment of Trust. In the event of a Potential Change of
Control or a Change of Control, the Company shall, upon written request by
Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from
time to time upon written request of Indemnitee shall fund the Trust in an
amount equal to all Indemnifiable Liabilities reasonably anticipated at the time
to be incurred in connection with any Claim. The amount to be deposited in the
Trust pursuant to the foregoing funding obligation shall be determined by the
Reviewing Party. The terms of the Trust shall provide that, upon a Change of
Control: the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee, the trustee of the Trust shall
advance, within ten business days of a request by Indemnitee, any and all
reasonable Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the
Trust under the circumstances in which Indemnitee would be required to reimburse
the Company for Expense Advances under this Agreement), any required
determination concerning the reasonableness of the Expenses to be made by the
Reviewing Party, the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, the trustee of the Trust
shall promptly pay to Indemnitee all amounts for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement, and all unexpended funds
in the Trust shall revert to the Company upon a final determination by the
Reviewing Party or a court of competent jurisdiction, as the case may be, that
Indemnitee has been fully indemnified under the terms of this Agreement. The
trustee of the Trust shall be chosen by Indemnitee and shall be an institution
that is not affiliated with Indemnitee. Nothing in this Section 4 shall relieve
the Company of any of its obligations under this Agreement.

      5.     Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all costs and expenses (including
attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall
(within two business days of that request) advance those costs and expenses to
Indemnitee that are incurred by Indemnitee if Indemnitee, whether by formal
proceedings or through demand and negotiation without formal proceedings: (a)
seeks to enforce Indemnitee's rights under this Agreement; (b) seeks to enforce
Indemnitee's rights to expense advancement or indemnification under any other
agreement or provision of the Company's Certificate of Incorporation, as the
same may have been amended from time to time (the "Certificate of
Incorporation"), or the Company's Bylaws (the "Bylaws") now or hereafter in
effect relating to Claims for Indemnifiable Events; or (c) seeks recovery under
any directors' and officers' liability insurance policies maintained by the
Company, in each case regardless of whether Indemnitee ultimately prevails;
provided that a court of competent jurisdiction has not found Indemnitee's claim
for indemnification or expense advancements under the foregoing clauses (a), (b)
or (c) to be frivolous, presented for an improper purpose, without evidentiary
support, or otherwise sanctionable under Federal Rule of Civil Procedure No. 11
or an analogous rule or law, or beyond the scope of indemnification permitted by
the Delaware General Corporation Law, and provided, further, that if a court
makes such a finding, Indemnitee shall reimburse the Company for all amounts
previously advanced to Indemnitee pursuant to this Section 5. Subject to the
provisos contained in the preceding sentence, to the fullest extent permitted by
law, the Company waives any and all rights that it may have to recover its costs
and expenses from Indemnitee.


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      6.     Partial Indemnity. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some, but not all, of
Indemnitee's Indemnifiable Liabilities, the Company shall indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.

      7.     Contribution.

             (a) Contribution Payment. To the extent the indemnification
provided for under any provision of this Agreement is determined (in the manner
hereinabove provided) not to be permitted under applicable law, the Company, in
lieu of indemnifying Indemnitee, shall, to the extent permitted by law,
contribute to the amount of any and all Indemnifiable Liabilities incurred or
paid by Indemnitee for which such indemnification is not permitted. The amount
the Company contributes shall be in such proportion as is appropriate to reflect
the relative fault of Indemnitee, on the one hand, and the Company and any and
all other parties (including officers and directors of the Company other than
Indemnitee) who may be at fault (collectively, including the Company, the "Third
Parties"), on the other hand.

             (b) Relative Fault. The relative fault of the Third Parties and the
Indemnitee shall be determined by reference to the relative fault of Indemnitee
as determined by the court or other governmental agency or to the extent such
court or other governmental agency does not apportion relative fault, by the
Reviewing Party (which shall include Special Counsel) after giving effect to,
among other things, the relative intent, knowledge, access to information, and
opportunity to prevent or correct the relevant events, of each party, and other
relevant equitable considerations. The Company and Indemnitee agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in this Section 7(b).

      8.     Burden of Proof. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified under any provision of this Agreement or to receive contribution
pursuant to Section 7 of this Agreement, to the extent permitted by law, the
burden of proof shall be on the Company to establish that Indemnitee is not so
entitled.

      9.     No Presumption. For purposes of this Agreement, the termination of
any Claim by judgment, order, settlement (whether with or without court
approval), or conviction, or upon a plea of nolo contendere, or its equivalent,
or an entry of an order of probation prior to judgment shall not create a
presumption (other than any presumption arising as a matter of law that the
parties may not contractually agree to disregard) 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.

      10.    Non-exclusivity. The rights of Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the Bylaws or the
Certificate of Incorporation or the Delaware General Corporation Law or
otherwise. To the extent that a change in the Delaware General Corporation Law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Bylaws or the Certificate
of Incorporation and this Agreement, it is the intent of the parties hereto that


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Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
that change. Indemnitee's rights under this Agreement shall not be diminished by
any amendment to the Certificate of Incorporation or Bylaws, or of any other
agreement or instrument to which Indemnitee is not a party, and shall not
diminish any other rights that Indemnitee now or in the future has against the
Company.

      11.    Liability Insurance. The Company shall maintain an insurance policy
or policies providing directors' and officers' liability insurance covering the
Indemnitee and from and after January 1, 2001, shall maintain an insurance
policy or policies with coverage comparable to those in effect on January 1,
2001, provided that the Company shall not be required to pay an annual premium
for such insurance in excess of 200% of the annual premium for such insurance
which is in effect on January 1, 2001, and provided further that in the event
such maximum amounts are applicable, the Company shall purchase as much coverage
as possible for such amount. To the extent that such insurance policy or
policies has or have a deductible(s), at the time such Indemnitee is no longer a
director or officer of the Company, the Company, to the extent it has not
previously made such arrangements, shall keep an amount equal to such deductible
in a escrow account for the payment of indemnifications and Expense Advancements
due hereunder that are not paid by such policies. The Company shall replenish
such escrow account for any amounts paid therefrom. Furthermore, the required
amount in such escrow account may be reduced, and the excess returned to the
Company, to the extent that the relevant deductible(s) are subsequently reduced.

      12.    Period of Limitations. No action, lawsuit, or proceeding may be
brought against Indemnitee or Indemnitee's spouse, heirs, executors, or personal
or legal representatives, nor may any cause of action be asserted in any such
action, lawsuit, or proceeding, by or on behalf of the Company, after the
expiration of two years after the statute of limitations commences with respect
to Indemnitee's act or omission that gave rise to the action, lawsuit,
proceeding, or cause of action; provided, however, that, if any shorter period
of limitations is otherwise applicable to any such action, lawsuit, proceeding,
or cause of action, the shorter period shall govern.

      13.    Amendments. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by all of the parties
hereto. No waiver of any provision of this Agreement shall be effective unless
in a writing signed by the party or parties granting the waiver. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall that
waiver constitute a continuing waiver.

      14.    Other Sources. Indemnitee shall not be required to exercise any
rights that Indemnitee may have against any other Person (for example, under an
insurance policy) before Indemnitee enforces his rights under this Agreement.
However, to the extent the Company actually indemnifies Indemnitee or advances
him Expenses, the Company shall be subrogated to the rights of Indemnitee and
shall be entitled to enforce any such rights which Indemnitee may have against
third parties. Indemnitee shall assist the Company in enforcing those rights if
it pays his costs and expenses of doing so. If Indemnitee is actually
indemnified or advanced Expenses by any third party, then, for so long as
Indemnitee is not required to disgorge the amounts so received, to that extent
the Company shall be relieved of its obligation to indemnify Indemnitee or
advance Indemnitee Expenses.


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      15.    Binding Effect. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors, assigns (including any direct or indirect successor by merger or
consolidation), spouses, heirs, and personal and legal representatives. This
Agreement shall continue in effect regardless of whether Indemnitee continues to
serve as an officer or director of the Company or another enterprise at the
Company's request.

      16.    Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof, that provision shall be fully severable; this Agreement shall
be construed and enforced as if that illegal, invalid, or unenforceable
provision had never comprised a part hereof; and the remaining provisions shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of that illegal, invalid, or unenforceable provision, there
shall be added automatically as a part of this Agreement a provision as similar
in terms to the illegal, invalid, or unenforceable provision as may be possible
and be legal, valid, and enforceable.

      17.    Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in that state without giving effect to the
principles of conflicts of laws.

      18.    Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      19.    Notices. Whenever this Agreement requires or permits notice to be
given by one party to the others, such notice must be in writing to be effective
and shall be deemed delivered and received by the party to whom it is sent upon
actual receipt (by any means) of such notice. Receipt of a notice by the
Secretary of the Company shall be deemed receipt of such notice by the Company.

      20.    Complete Agreement. This Agreement constitutes the complete
understanding and agreement among the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof, other than any
indemnification rights that Indemnitee may enjoy under the Certificate of
Incorporation, the Bylaws, or the Delaware General Corporation Law.

      21.    Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.



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      EXECUTED as of the date first written above.



                                 eVENTURES GROUP, INC.



                                 By:
                                       -----------------------------------------
                                 Name:
                                       -----------------------------------------
                                 Title:
                                       -----------------------------------------



                                 INDEMNITEE:



                                 -----------------------------------------------
                                 [Director or Officer's Name]



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