DATIGEN COM INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v09416_ex10-1.txt
<TEXT>
Exhibit 10.1


                               INDEMNITY AGREEMENT

      THIS INDEMNITY  AGREEMENT is entered into this 22nd day of November,  2004
by and between Precision Concrete Cutting, Inc., a Utah corporation ("PCC"), and
Datigen.com, Inc., a Utah corporation ("DTG").

                                    RECITALS

      WHEREAS,  PCC is now a wholly owned  subsidiary of DTG and DTG proposes to
distribute  all of the issued and  outstanding  capital stock of PCC pro rata to
its holds of common stock, which it believes will benefit such stockholders; and

      WHEREAS,  DTG will make the  distribution  of capital stock of PCC only if
PCC agrees to indemnify DTG against all loss,  cost, or damage  arising from the
past or future ownership or operation of operating assets held by PCC;


      NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals  and  the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto hereby agree as follows:

      1.  INDEMNIFICATION.  PCC  agrees  to  indemnify  and hold  DTG  harmless,
together  with  its  affiliates  and  their  respective   officers,   directors,
employees,  agents and controlling  persons (each an "Indemnified  Person") from
and against any and all losses, claims, damages, liabilities and expenses, joint
or several,  to which any such Indemnified Person may become subject arising out
of or in  connection  with the  ownership  or  operation of any of the assets or
business of PCC prior to or  subsequent  to the date hereof,  including  but not
limited to (a) the  obligations  arising from any liability  assumed from DTG or
related to the former business of DTG, and (b) governmental  assessments,  taxes
or claims arising in connection with the former business of DTG now conducted by
PCC. This indemnity obligation extends to any claim, litigation,  investigation,
or proceedings relating to the foregoing  ("Proceedings")  regardless of whether
any of such  Indemnified  Persons  is a party  thereto,  and to  reimburse  such
Indemnified  Persons  for any legal or other  expenses  as they are  incurred in
connection with investigating or defending any of the foregoing.

      2.  INDEMNIFICATION  PROCEDURES.  Promptly after receipt by an Indemnified
Person of notice of commencement of any  Proceedings,  such  Indemnified  Person
will,  if a claim for  indemnity  in respect  thereof is to be made against PCC,
notify PCC in writing of the commencement thereof; provided that the omission so
to notify PCC will not relieve it from any liability which it may have hereunder
except to the extent it has been materially  prejudiced by such failure. In case
any such Proceedings are brought against any Indemnified  Person and it notifies
PCC of the commencement thereof, PCC will be entitled to participate therein.



                                       6
<PAGE>

      3.  REPRESENTATIONS  AND WARRANTIES OF PCC. PCC makes the  representations
and  warranties  to DTG  contained  in  this  Section  3 as of the  date of this
Agreement with the intent that DTG rely on such  representations  and warranties
in entering into this Agreement.

      (a) Organization.  PCC is a corporation duly organized,  validly existing,
and in good standing under the laws of the jurisdiction of its incorporation.

      (b)  Authorization.  PCC has full  power  and  authority  (including  full
corporate  or other  entity  power and  authority)  to execute and deliver  this
Agreement and to perform its obligations  hereunder.  This Agreement constitutes
the valid and legally binding obligation of PCC,  enforceable in accordance with
its terms and conditions.

      (c)  Non-contravention.  Neither the  execution  and the  delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i)  to  the  knowledge  of  any  director  or  officer  of  PCC,   violate  any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which PCC is subject or (ii)  violate  any  provision  of the  charter,
bylaws, or other governing  documents of PCC or (iii) conflict with, result in a
breach of, constitute a default under,  result in the acceleration of, create in
any party the right to accelerate,  terminate, modify, or cancel, or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement  to which  PCC is a party or by which it is bound or to which any of
its assets is subject. To the knowledge of any of its directors or officers, PCC
does not need to give any  notice  to,  make any  filing  with,  or  obtain  any
authorization,  consent, or approval of any government or governmental agency in
order for it to enter into this Agreement and perform its obligations hereunder.

      (d) Legal  Compliance.  To the  knowledge of PCC, it has complied with all
applicable  laws  (including  rules,  regulations,  codes,  plans,  injunctions,
judgments, orders, decrees, rulings, and charges there under) of federal, state,
local, and foreign  governments (and all agencies thereof) applicable to it, and
no action, suit, proceeding, hearing,  investigation,  charge, complaint, claim,
demand, or notice has been filed or commenced against it alleging any failure so
to comply.



                                       7
<PAGE>

      (e)  Litigation.  PCC is not (i)  subject to any  outstanding  injunction,
judgment,  order, decree, ruling, or charge or (ii) a party or, to the knowledge
of  any of  directors  and  officers  (and  employees  with  responsibility  for
litigation  matters)  of PCC,  is  threatened  to be made a party to any action,
suit,  proceeding,  hearing,  or  investigation  of,  in, or before any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any  arbitrator.  None of the directors and officers (and
employees with  responsibility for litigation  matters) of PCC has any reason to
believe that any such action, suit, proceeding, hearing, or investigation may be
brought or threatened against PCC or that there is any basis for the foregoing.

      4. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement represents the
entire  understanding  and agreement  between the parties hereto with respect to
the subject  matter hereof and can be amended,  supplemented  or changed only by
written instrument signed by the parties hereto.

      5.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the laws of the state of Utah.



                                       8
<PAGE>

      6. SEVERABILITY. If any one or more of the provisions contained herein, or
the  application  thereof  in any  circumstance,  is held  invalid,  illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  it being intended that all
of the rights and  privileges of the parties  hereto shall be enforceable to the
fullest extent permitted by law.

      7. BINDING  EFFECT;  ASSIGNMENT.  This Agreement shall be binding upon and
inure  to the  benefit  of the  parties  and  their  respective  successors  and
permitted  assigns.  No  assignment  of  this  Agreement  or of  any  rights  or
obligations  hereunder  may  be  made  by PCC or  DTG  (by  operation  of law or
otherwise)  without the prior written consent of the other party hereto, and any
attempted assignment without the required consent shall be void.

      8.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

      IN WITNESS WHEREOF, the parties hereto have executed,  or have caused this
Indemnity   Agreement   to  be   executed   by   their   respective   authorized
representatives, as of the date first written above.

PRECISION CONCRETE CUTTING, INC.                  DATIGEN.COM, INC.



By:/s/ Joseph Ollivier                            By: /s/ Joseph Ollivier
   -----------------------------------------          -------------------
   Joseph Ollivier, President                         Joseph Ollivier, President


                                       9

</TEXT>
</DOCUMENT>
