INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) is dated as August 1, 2009 between MARANI BRANDS INC., A NAVADA Corporation (the “ Company ”), and Margrit Eyraud (the “ Indemnitee ”).

A.           The Indemnitee is an executive officer of the Company and/or a member of the Company's Board of Directors (the “ Board ”) and, in such capacity, is performing valuable services for the Company.

B.           The Company has adopted By-Laws, as amended (the “ By-Laws ”), providing for indemnification of the directors and officers of the Company to the fullest extent permitted by corporate laws of the State of Nevada (the “Nevada Code”).  The By-Laws and the Nevada Code specifically provide that they are not exclusive, and contemplate that agreements may be entered into between the Company and directors and officers with respect to indemnification of directors and officers.

C.           In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Nevada law authorizes (and in some instances requires) corporations to indemnify their directors and officers and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

D.           The Company and the Indemnitee further recognize that officers and directors may be exposed to certain risks including the increased risk of litigation and other claims being asserted against directors and executive officers of public companies in today's environment.

E.           These factors with respect to the coverage and cost to the Company of D&O Insurance and issues concerning the scope of indemnity under the Nevada Code and By-Laws generally have raised questions concerning the adequacy and reliability of the protection presently afforded to directors and executive officers.

F.           There are at this time no threatened, pending or completed Proceedings (as defined in this Agreement) known to either the Company or the Indemnitee.

G.           In order to address such issues and to further induce the Indemnitee to serve and continue to serve as an executive officer and/or a member of the Board, the Company and the Indemnitee desire to enter into this Agreement.

In consideration of the Indemnitee's continued service as an executive officer and/or a member of the Board after the date of this Agreement, the Company and the Indemnitee hereby agree as follows:

1.            Indemnification of the Indemnitee .   (a)  Subject only to the limitations set forth in Section 2 below, the Company shall indemnify the Indemnitee to the full extent not otherwise prohibited by the Nevada Code or other applicable law, including without limitation indemnity,

(i)  against any and all costs, charges and expenses (including legal, expert, and other professional fees and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Proceeding (defined below), judgments, damages, fines (including excise taxes with respect to employee benefit plans), penalties (whether civil, criminal or other), and amounts paid in settlement actually and reasonably incurred by the Indemnitee (collectively, “ Losses ”), in connection with any threatened, pending, or completed claim, demand, action, suit or proceeding (whether civil, criminal, administrative, arbitrative or other, whether made pursuant to federal, state or other law, and including, without limitation, an action by or in the right of the Company or any of its subsidiaries and any appeal of or from any judgment or decision), or any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any of its subsidiaries or any other person, including any federal, state or other governmental entity, that the Indemnitee determines might lead to the institution of any such claim, demand, action, suit or other proceeding (each a “ Proceeding ”), in any case to which the Indemnitee is or at any time becomes a party or witness, or is threatened to be made a party or witness as a result, directly or indirectly, of (A) serving at any time: (I) as a director, officer, employee, or agent of the Company; or (II) at the request of the Company as a director, officer, employee, trustee, fiduciary, manager, member, or agent of a corporation, partnership, trust, limited liability company, employee benefit plan, or other enterprise or entity, (B) any actual, alleged or suspected act or failure to act by the Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (A) of this sentence; and (ii) otherwise to the fullest extent that the Indemnitee may be indemnified by the Company under the Certificate of Incorporation of the Company, as amended (the “ Certificate of Incorporation ”), the By-Laws and the Nevada Code, including, without limitation, the non-exclusivity provisions thereof.  In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (C) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.  For purposes hereof,   “ Controlled Affiliate ” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company.  For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition.  If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Loss, but not for all of the total amount thereof, the Company will nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

2.            Limitations on Indemnity .   No indemnity pursuant to Section 1 will be paid by the Company:

(a)           Except to the extent that the aggregate amount of Losses to be indemnified exceed the aggregate amount of such Losses for which the Indemnitee is actually paid or reimbursed pursuant to directors’ and officers’ liability insurance, if any, which may be purchased and maintained by the Company or any of its subsidiaries or pursuant to the Certificate of Incorporation, the By-Laws or otherwise;

(b)           To the extent determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that the Indemnitee actually realized a personal gain or profit to which the Indemnitee was not legally entitled, including profit from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended;

(c)           On account of the Indemnitee's conduct if it is proven by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, except to the extent such indemnity is otherwise permitted under applicable law;

(d)           With respect to any remuneration paid to the Indemnitee determined, by a court having jurisdiction in the matter in a final adjudication from which there is no further right of appeal, to have been in violation of law;

(e)           If it shall have been determined by a court having jurisdiction in the matter, in a final adjudication from which there is no further right of appeal, that indemnification is not lawful;

(f)           On account of the Indemnitee's conduct to the extent it relates to any matter that occurred prior to the time such individual became an executive officer or a director of the Company; provided , however , that this limitation will not apply to the extent such matter occurred while the Indemnitee was a director, officer, employee or agent of the Company or its subsidiaries (other than prior to the time such entity became a subsidiary of the Company); or

(g)           No indemnity pursuant to Section 1 shall be paid by the Company with respect to Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except pursuant to Section 6 with respect to proceedings brought to enforce rights or to collect money due under this Agreement; provided , however , that indemnity may be provided by the Company in specific cases if (i) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, (ii) otherwise ordered by the court in which the Proceeding is brought, or (iii) the Board finds it to be appropriate.

In no event will the Company be obligated to indemnify the Indemnitee pursuant to this Agreement to the extent such indemnification is prohibited by applicable law.  A determination as to whether the Indemnitee will be entitled to indemnification under Section 1 will be made in accordance with Section 4(a) hereof.

3.            Advancement of Losses .   Losses reasonably incurred by the Indemnitee in connection with any Proceeding will be promptly reimbursed or paid by the Company as they become due in advance of the final disposition of such Proceeding under the procedures set forth in Section 4(b) below.  The Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct.

4.            Certain Procedures Relating to Indemnification .

(a)           For purposes of pursuing the Indemnitee's rights to indemnification under Section 1 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit 1 attached hereto and made a part hereof (the “ Request for Indemnification ”) averring that the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested.  Without limiting Section 3(c), submission of a Request for Indemnification to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within thirty (30) calendar days after submission of the Request for Indemnification, make the payments requested in the Request for Indemnification to or for the benefit of the Indemnitee, unless (A) within such thirty (30) calendar-day-period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnifi